mrtemploymentagreement






                         EMPLOYMENT AGREEMENT          This Employment Agreement (this “Agreement”) is made and entered into by and between   Flotek Industries, Inc., a Delaware corporation (the “Company”), and Matthew R. Thomas   (“Employee”) effective as of May 18, 2020 (the “Effective Date”).          1.    Employment.  During the Employment Period (as defined in Section 4), the   Company or one of its subsidiaries shall employ Employee, and Employee shall serve, as President   of JP3 Measurement, LLC (“JP3”) and as Executive Vice President of the Company’s Analysis &   Data Division and in such other position or positions as may be assigned from time to time by the   Company.          2.    Duties and Responsibilities of Employee.                (a)   During the Employment Period, Employee shall report to the Chief   Executive Officer of the Company and shall devote Employee’s best efforts and full business time   and attention (except for permitted paid time off in accordance with Section 6(b) and periods of   illness in accordance with the applicable Company policies) to the businesses of the Company and   its direct and indirect subsidiaries as may exist from time to time (collectively, the   “Company Group”) as may be requested by the Company from time to time.  Employee’s duties   and responsibilities shall include those normally incidental to the position(s) identified in Section   1, as well as such additional duties as may be assigned to Employee by the Company from time to   time, which duties and responsibilities may include providing services to other members of the   Company Group in addition to the Company.  Employee may, without it being considered a   violation of this Section 2(a): (i)  as a passive investment, own publicly traded securities in such   form or manner as will not require any services by Employee in the operation of the entities in   which such securities are owned; (ii) engage in charitable, professional, trade association,   community, religious, and civic activities; (iii) attend to Employee’s personal matters and finances;   or (iv) with the prior written consent of the board of directors of the Company (the “Board”),   engage in other personal and passive investment activities or serve on a board, in each case, so  long as such ownership, interests or activities do not interfere with Employee’s ability to fulfill   Employee’s duties and responsibilities under this Agreement and are not inconsistent with   Employee’s obligations to any member of the Company Group or competitive with the business   of any member of the Company Group.  Employee’s principal place of employment shall be JP3’s   Austin, Texas office, subject to reasonable business travel from time to time.                (b)   Employee hereby represents and warrants that Employee is not the subject   of, or a party to, any employment, non-competition, non-solicitation, restrictive covenant or non-  disclosure agreement, or any other agreement, obligation, restriction or understanding that would   prohibit Employee from executing this Agreement or fully performing each of Employee’s duties   and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any   of the duties and responsibilities that may now or in the future be assigned to Employee hereunder.    Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or   disclosing any confidential information belonging to any prior employer in the course of   performing services for any member of the Company Group, and Employee promises that   Employee shall not do so.  Employee shall not introduce documents or other materials containing      





 






 confidential information of any prior employer to the premises or property (including computers  and computer systems) of any member of the Company Group.                (c)   Employee owes each member of the Company Group such fiduciary duties   that an officer of the Company has under the laws of the State of Delaware, and the obligations   described in this Agreement are in addition to, and not in lieu of, the obligations Employee owes   each member of the Company Group under statutory and common law.          3.    Compensation.                (a)   Base Salary.  During the Employment Period, the Company shall pay to   Employee an annualized base salary of $337,500, which shall automatically be increased to   $375,000 on January 1, 2021, in consideration for Employee’s services under this Agreement,   payable in substantially equal installments in conformity with the Company’s customary payroll   practices for similarly situated employees as may exist from time to time, but no less frequently  than monthly.  The amount of the Base Salary may not be decreased without the written consent   of Employee, other than a general reduction in base salaries that affects all similarly situated   executives of the Company in substantially the same proportion; provided, however, such general   reduction may not exceed 20% of Employee’s Base Salary.  The amount of the Base Salary may   be increased as determined in the sole discretion of the Board (or a committee thereof).    Employee’s annualized base salary, as adjusted from time to time, is hereafter referred to as the   “Base Salary.”                (b)   Annual Bonus.  Employee shall be eligible for discretionary cash bonus   compensation with a target amount equal to seventy-five percent (75%) of Employee’s Base Salary  for each complete calendar year that Employee is employed by the Company hereunder (the  “Annual Bonus”).  Notwithstanding the foregoing, Employee shall be eligible to receive a pro   rata portion of the Annual Bonus for the portion of the 2020 calendar year that Employee is  employed by the Company hereunder (the “2020 Bonus”).  The performance targets that must be   achieved in order to be eligible for certain bonus levels shall be established by the Board (or a   committee thereof) annually, in its sole discretion, and communicated to Employee in the   applicable calendar year (the “Bonus Year”) and for the 2020 Bonus, shall be communicated to   the Employee no later than June 30, 2020.  Each Annual Bonus (and the 2020 Bonus), if any, shall   be paid as soon as administratively feasible after the Board (or a committee thereof) certifies   whether the applicable performance targets for the applicable Bonus Year have been achieved.    Notwithstanding anything in this Section 3(b) to the contrary, except as expressly provided in   Section 7(f)(i)(C), no Annual Bonus (or the 2020 Bonus), if any, nor any portion thereof, shall be   payable for any Bonus Year unless Employee remains continuously employed by the Company   from the Effective Date through the date on which such Annual Bonus or the 2020 Bonus is paid.                (c)   Equity Awards.                    (i)     Subject to approval by the Board (or a committee thereof), on the        Effective Date or within thirty (30) days thereafter, Employee shall receive (i) a number of        shares of restricted Company common stock (“RSAs”) calculated by dividing $412,500 by         the average volume weighted average price (“VWAP”) of the Company’s common stock         over the twenty (20) trading days immediately preceding the Effective Date and (ii) stock                                          2 





 






      options to purchase a number of shares of Company common stock (“Options,” with the        RSAs, the “Equity Awards”) calculated by dividing $375,000 by the average VWAP of        the Company’s common stock over the twenty (20) trading days immediately preceding       the Effective Date, with each such Option having an exercise price equal to the closing       price of the Company’s common stock on the Option grant date.  The Equity Awards will       be subject to and governed by the terms and conditions (including vesting conditions)        provided in the applicable award agreements and other governing documents.         Notwithstanding any provision of this Agreement, in no event will the Options be        exercisable prior to the date on which the issuance of the shares of Company common stock       underlying the Options has been approved by the New York Stock Exchange.                  (ii)     For the portion of the Employment Period on or after January 1,        2021, Employee shall be eligible to receive annual awards under the Company’s 2018        Long-Term Incentive Plan or such other equity incentive plan of the Company as may be        in effect from time to time (the “Incentive Plan”).  All awards granted to Employee under        the Incentive Plan, if any, shall be in such amounts and on such terms and conditions as        the Board or a committee thereof shall determine from time to time, and shall be subject to        and governed by the terms and provisions of the Incentive Plan as in effect from time to        time and the award agreements evidencing such awards.  Nothing herein shall be construed        to give Employee any rights to any amount or type of grant or award except as provided in        an award agreement and authorized by the Board or a committee thereof.         4.    Term of Employment.  The initial term of Employee’s employment under this  Agreement shall be for the period beginning on the Effective Date and ending on  December 31, 2021 (the “Initial Term”).  On the first day following the Initial Term and each  subsequent anniversary thereafter, the term of Employee’s employment under this Agreement shall  automatically renew and extend for a period of twelve (12) months (each such twelve (12)-month  period being a “Renewal Term”) unless written notice of non-renewal is delivered by either party  to the other not less than sixty (60) days prior to the expiration of the then-existing Initial Term or  Renewal Term, as applicable.  Notwithstanding any other provision of this Agreement,  Employee’s employment pursuant to this Agreement may be terminated at any time in accordance  with Section 7.  The period from the Effective Date through the expiration of this Agreement or,  if sooner, the date on which Employee’s employment terminates pursuant to this Agreement,  regardless of the time or reason for such termination (the “Termination Date”), shall be referred  to herein as the “Employment Period.”         5.    Business Expenses.  Subject to Section 23, the Company shall reimburse  Employee for Employee’s reasonable out-of-pocket business-related expenses actually incurred  during the Employment Period in the performance of Employee’s duties under this Agreement so  long as Employee timely submits all documentation for such expenses, as required by Company  policy in effect from time to time.  Any such reimbursement of expenses shall be made by the  Company upon or as soon as practicable following receipt of such documentation (but in any event  not later than the close of Employee’s taxable year following the taxable year in which the expense  is incurred by Employee).         6.    Benefits.                                            3 





 






             (a)   During the Employment Period, Employee shall be eligible to participate in   the same benefit plans and programs in which other similarly situated Company employees are  eligible to participate, subject to the terms and conditions of the applicable plans and programs in  effect from time to time.  The Company shall not, however, by reason of this Section 6, be   obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such   plan or policy, so long as such changes are similarly applicable to similarly situated Company   employees generally.                (b)   During the Employment Period, Employee shall be eligible to take 20 days   of paid time off per year (which will be prorated for 2020, provided that Employee will carry over   Employee’s vacation balance with JP3) in accordance with the Company’s paid time off policy as   in effect from time to time.  Any accrued but unused paid time off entitlement at the end of each   calendar year or the end of the Employment Period will be treated in accordance with the  Company’s paid time off policy as in effect from time to time.          7.    Termination of Employment.                (a)   Company’s Right to Terminate Employee’s Employment for Cause.  The   Company shall have the right to terminate Employee’s employment hereunder at any time for   Cause.  For purposes of this Agreement, “Cause” shall mean:                     (i)     Employee’s material breach of this Agreement or any other written         agreement between Employee and one or more members of the Company Group, including         Employee’s material breach of any representation, warranty or covenant made under any         such agreement;                   (ii)     Employee’s material breach of any policy or code of conduct         established by a member of the Company Group and applicable to Employee;                   (iii)    Employee’s material violation of any law applicable to the        workplace (including any law regarding anti-harassment, anti-discrimination or anti-       retaliation);                   (iv)    Employee’s  gross negligence, willful misconduct, breach of        fiduciary duty, fraud, theft, malfeasance, dishonesty, embezzlement or misappropriation of        the property of any member of the Company Group;                   (v)     the commission by Employee of, or conviction or indictment of        Employee  for, or plea of nolo contendere by Employee to, any felony (or state law        equivalent) or any crime involving moral turpitude; or                   (vi)    Employee’s willful failure or refusal, other than due to Disability (as        defined below), to perform Employee’s obligations pursuant to this Agreement or to follow        any lawful directive from the Company, as determined by the Company;           provided, however, that if Employee’s actions or omissions as set forth in this Section         7(a)(vi) are of such a nature that they are curable by Employee, such actions or omissions                                           4 





 






       must remain uncured thirty (30) days after the Company first provided Employee written         notice of the obligation to cure such actions or omissions.                (b)   Company’s Right to Terminate for Convenience.  The Company shall have   the right to terminate Employee’s employment for convenience at any time and for any reason, or   no reason at all, upon written notice to Employee.                (c)   Employee’s Right to Terminate for Good Reason.  Employee shall have the   right to terminate Employee’s employment with the Company at any time for Good Reason.  For   purposes of this Agreement, “Good Reason” shall mean:                    (i)     a material diminution in Employee’s Base Salary other than a         general reduction in Base Salary that affects all similarly situated executives of the         Company in substantially the same proportion; provided, however, such general reduction         may not exceed 20% of Employee’s Base Salary;                   (ii)     a material diminution in Employee’s authority, duties and         responsibilities with the Company Group; provided, however, that if Employee is serving         as an officer or member of the board of directors (or similar governing body) of any         member of the Company Group or any other entity in which a member of the Company         Group holds an equity interest, in no event shall the removal of Employee as an officer or         board member, regardless of the reason for such removal, constitute Good Reason; or                   (iii)    the relocation of the geographic location of Employee’s principal         place of employment by more than seventy-five (75) miles from the location of Employee’s         principal place of employment as of the Effective Date.    Notwithstanding the foregoing provisions of this Section 7(c) or any other provision of this   Agreement to the contrary, any assertion by Employee of a termination for Good Reason shall not   be effective unless all of the following conditions are satisfied: (A) the condition giving rise to   Employee’s claim of Good Reason must have arisen without Employee’s consent; (B) Employee   must provide written notice to the Board of the existence of such condition(s) within thirty (30)   days after the initial occurrence of such condition(s); (C) the condition(s) specified in such notice   must remain uncorrected for thirty (30) days following the Board’s receipt of such written notice;  and (D) the date of Employee’s termination of employment must occur within thirty (30) days   after the end of the period referenced in clause (C).  Further notwithstanding the foregoing, no   suspension of Employee or reduction in Employee’s authority, duties and responsibilities in   conjunction with any leave required, or other action taken by the Company as part of any   investigation into alleged wrongdoing by Employee shall give rise to Good Reason.                (d)   Death or Disability.  Upon the death or Disability of Employee during the   Employment Period, Employee’s employment with the Company shall automatically (and without   any further action by any person or entity) terminate with no further obligation under this   Agreement of either party hereunder.  For purposes of this Agreement, a “Disability” shall exist   when Employee is unable to perform the essential functions of Employee’s position (after   accounting for reasonable accommodation, if applicable and required by applicable law), due to   physical or mental impairment that continues, or can reasonably be expected to continue, for a                                          5 





 






 period in excess of ninety (90) consecutive days or for a total of one hundred twenty (120) days,   whether or not consecutive (or for any longer period as may be required by applicable law), in any   twelve (12)-month period or, in the event the Company has a long-term disability insurance policy   covering Employee that insures against “permanent disability,” the term “Disability” shall have  the meaning ascribed to such term under such policy.  In the event of a dispute regarding a   “Disability” determination, the Employee will submit to a physical examination by a licensed  physician who is mutually and reasonably agreeable to the Company and Employee.                (e)   Employee’s Right to Terminate for Convenience.  In addition to   Employee’s right to terminate Employee’s employment for Good Reason, Employee shall have   the right to terminate Employee’s employment with the Company for convenience at any time and   for any other reason, or no reason at all, upon sixty (60) days’ advance written notice to the  Company;  provided, however, that if Employee has provided notice to the Company of  Employee’s termination of employment, the Company may determine, in its sole discretion, that  such termination shall be effective on any date prior to the effective date of termination provided  in such notice (and, if such earlier date is so required, then it shall not change the basis for  Employee’s termination of employment nor be construed or interpreted as a termination of  employment pursuant to Section 7(b)).                (f)   Effect of Termination.                    (i)     If Employee’s employment hereunder is terminated prior to the         expiration of the then-existing Initial Term or Renewal Term, as applicable, by the         Company without Cause pursuant to Section 7(b), or is terminated by Employee for Good         Reason pursuant to Section 7(c), then so long as (and only if) Employee: (A) executes on         or before the Release Expiration Date (as defined below), and does not revoke within any         time provided by the Company to do so, a release of all claims in a form reasonably         acceptable to the Company (the “Release”), which Release shall release each member of         the Company Group and their respective affiliates, and the foregoing entities’ respective         shareholders, members, partners, officers, managers, directors, fiduciaries, employees,         representatives, agents and benefit plans (and fiduciaries of such plans) from any and all         claims, including any and all causes of action arising out of Employee’s employment with         the Company and any other member of the Company Group or the termination of such         employment, but excluding all claims to severance payments Employee may have under         this Section 7; and (B) abides by the terms of each of Sections 9, 10 and 11, then the         Company shall provide Employee with the payments and benefits set forth in Sections         7(f)(i)(A), 7(f)(i)(B), 7(f)(i)(C), and 7(f)(i)(D) below (collectively, the “Severance         Benefits”):                             (A)   severance payments to Employee in a total amount equal to               six (6) months’ worth of Employee’s Base Salary for the year in which such               termination occurs (such total severance payments, the “Salary Continuation”),               and such Salary Continuation will be divided into substantially equal installments               paid over the six (6)-month period following Termination Date (the “Severance               Period”), provided that, subject to Section 23(d), on the Company’s first regularly               scheduled pay date that is on or after the date that is sixty (60) days after the               Termination Date (the “First Payment Date”), the Company shall pay to                                          6 





 






 Employee, without interest, a number of such installment payments equal to the   number of such installment payments that would have been paid during the period   beginning on the Termination Date and ending on the First Payment Date had the   installments been paid on the Company’s regularly scheduled pay dates on or   following the Termination Date, and each of the remaining installments shall be   paid on the Company’s regularly scheduled pay dates during the remainder of such   six (6)-month period;                (B)   a payment equal to 50% of the Annual Bonus for the Bonus   Year that includes the Termination Date, with the amount of the Annual Bonus to   be determined by the Board (or a committee thereof) based on actual performance   for the entire Bonus Year that includes the Termination Date, to be paid to   Employee when annual bonuses for the applicable year are paid to similarly situated  executives of the Company, but in no event later than March 15 of the calendar year  following the calendar year in which the Termination Date occurs; and the Board  (or a committee thereof) will evaluate, in its sole discretion, whether and in what   proportion any unvested Equity Awards will become vested;                (C)   any earned but unpaid Annual Bonus for the calendar year   immediately preceding the Termination Date, determined without regard to the   requirement that Employee remain employed through the date of payment, to be   paid to Employee when such bonus would otherwise become payable in accordance   with Section 3(b) hereof, but in no event (x) earlier than 60 days following the   Termination Date or (y) later than March 15 of the calendar year following the   calendar year in which the Termination Date occurs; and any vested Equity Award   that has not yet been settled will be settled as provided in the award agreements and   other governing documents under which the Equity Awards are granted; and                (D)   during the portion, if any, of the Severance Period that   Employee elects to continue coverage for Employee and Employee’s spouse and   eligible dependents, if any, under the Company’s group health plans pursuant to the   Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the   Company shall promptly reimburse Employee on a monthly basis for the difference   between the amount Employee pays to effect and continue such coverage and the   employee contribution amount that similarly situated employees of the Company   pay for the same or similar coverage under such group health plans (the “COBRA   Benefit”).  Each payment of the COBRA Benefit shall be paid to Employee on the   Company’s first regularly scheduled pay date in the calendar month immediately   following the calendar month in which Employee submits to the Company   documentation of the applicable premium payment having been paid by Employee,   which documentation shall be submitted by Employee to the Company within thirty   (30) days following the date on which the applicable premium payment is paid.    Employee shall be eligible to receive such reimbursement payments for coverage   up to the earliest of: (x) the last day of the Severance Period; (y) the date Employee   is no longer eligible to receive COBRA continuation coverage; and (z) the date on   which Employee becomes eligible to receive coverage under a group health plan   sponsored by another employer (and any such eligibility shall be promptly reported                              7 





 






             to the Company by Employee); provided however that the election of COBRA               continuation coverage and the payment of any premiums due with respect to such               COBRA continuation coverage shall remain Employee’s sole responsibility, and               the Company shall not assume any obligation for payment of any such premiums               relating to such COBRA continuation coverage.  Notwithstanding the foregoing, if               the COBRA Benefit cannot be provided in the manner described above without               penalty, tax or other adverse impact on the Company or any other member of the               Company Group, then the Company and Employee shall negotiate in good faith to               determine an alternative manner in which the Company may provide substantially               equivalent benefits to Employee without such adverse impact on the Company or               such other member of the Company Group.                   (ii)     Notwithstanding anything herein to the contrary, the Severance         Benefits (and any portion thereof) shall not be payable if Employee’s employment         hereunder terminates (A) pursuant to any of the circumstances described in Sections 7(a),         7(d), or 7(e) above or (B) upon the expiration of the then-existing Initial Term or Renewal         Term, as applicable, as a result of a non-renewal of the term of Employee’s employment         under this Agreement by the Company or Employee pursuant to Section 4.                   (iii)    If the Release is not executed and returned to the Company on or        before the Release Expiration Date, and any required revocation period has not fully        expired without revocation of the Release by Employee, then Employee shall not be        entitled to any portion of the Severance Benefits.  As used herein, the “Release Expiration         Date” is that date that is twenty-one (21) days following the date upon which the Company         delivers the Release to Employee (which shall occur no later than seven (7) days after the         Termination Date) or, in the event that such termination of employment is “in connection         with an exit incentive or other employment termination program” (as such phrase is defined         in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days         following such delivery date.                (g)   After-Acquired Evidence.  Notwithstanding any provision of this   Agreement to the contrary, in the event that the Company determines that Employee is eligible to   receive the Severance Benefits pursuant to Section 7(f) but, after such determination, the Company   subsequently acquires evidence or determines and provides Employee with written notice that: (i)   Employee has failed to abide by the terms of Sections 9, 10 or 11; or (ii) a Cause condition existed   prior to the Termination Date that, had the Company been fully aware of such condition, would   have given the Company the right to terminate Employee’s employment pursuant to Section 7(a),   then the Company shall have the right to cease providing the Severance Benefits and Employee  shall promptly return to the Company all Severance Benefits received by Employee prior to the  date that the Company determines that the conditions of this Section 7(g) have been satisfied;   provided, however, Employee will only be required to return such Severance Benefits if the   Company provides the written notice required under this Section 7(g) no later than the date that is   twelve (12) after the Termination Date.          8.    Disclosures.                                           8 





 






             (a)   Employee hereby represents and warrants that as of the Effective Date there   exist (i) no actual or potential Conflicts of Interest and (ii) no current or pending lawsuits, claims   or arbitrations filed against or involving Employee or any trust or vehicle owned or controlled by   Employee.                (b)   Promptly (and in any event, within seven (7) business days) upon becoming   aware of (i) any actual or potential Conflict of Interest or (ii) any lawsuit, claim or arbitration   involving moral turpitude or that might impair the reputation of Employee and that is filed against  or involving Employee or any trust or vehicle owned or controlled by Employee, in each case,   Employee shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or   arbitration to the Chief Executive Officer or General Counsel of the Company.                (c)   A “Conflict of Interest” shall exist when Employee engages in, or plans to   engage in, any activities, associations, or interests that conflict with Employee’s duties,   responsibilities, authorities, or obligations for and to any member of the Company Group.            9.    Confidentiality.  In the course of Employee’s employment with the Company and   the performance of Employee’s duties hereunder on behalf of any member of the Company Group,  Employee will be provided with, and have access to, Confidential Information (as defined below).   In consideration of Employee’s receipt and access to such Confidential Information, and as a  condition of Employee’s employment hereunder, Employee shall comply with this Section 9.                  (a)   Both during the Employment Period and thereafter, except as expressly  permitted by this Agreement or by directive of the Board, Employee shall not disclose any  Confidential Information to any person or entity and shall not use any Confidential Information  except for the benefit of the Company Group.  Employee shall follow all policies and protocols of   each member of the Company Group regarding the security of all documents and other materials   containing Confidential Information (regardless of the medium on which Confidential Information   is stored).  Except to the extent required for the performance of Employee’s duties on behalf of a   member of the Company Group, Employee shall not remove from facilities of any member of the   Company Group any equipment, drawings, notes, reports, manuals, invention records, computer   software, customer information, or other data or materials that relate in any way to the Confidential   Information, whether paper or electronic and whether produced by Employee or obtained by a   member of the Company Group.  The covenants of this Section 9(a) shall apply to all Confidential   Information, whether now known or later to become known to Employee during the period that   Employee is employed by or affiliated with the Company or any other member of the Company   Group.                (b)   Notwithstanding any provision of Section 9(a) to the contrary, Employee   may make the following disclosures and uses of Confidential Information:                    (i)     disclosures to other employees of a member of the Company Group         who have a need to know the information in connection with the businesses of the         Company Group;                   (ii)     disclosures to customers and suppliers when, in the reasonable and         good faith belief of Employee, such disclosure is in connection with Employee’s                                          9 





 






       performance of Employee’s duties under this Agreement and is in the best interests of the        Company Group;                  (iii)    disclosures and uses that are approved in writing by the Board; or                   (iv)    disclosures to a person or entity that has: (x) been retained by a        member of  the Company Group to provide services to one or more members of the         Company Group; and (y) agreed in writing to abide by the terms of a confidentiality         agreement.                (c)   Upon the expiration of the Employment Period, and at any other time upon   request of the Company, Employee shall promptly surrender and deliver to the Company all   documents (including electronically stored information) and all copies thereof and all other   materials of any nature containing or pertaining to all Confidential Information and any other   property of any member of the Company Group (including any computer, mobile device or other   equipment issued by a member of the Company Group) in Employee’s possession, custody or   control and Employee shall not retain any such documents or other materials or property of any   member of the Company Group.  Within five (5) days of any such request, Employee shall certify  to the Company in writing that all such documents, materials and property have been returned to   the Company.                (d)   “Confidential Information” means all confidential, competitively   valuable, non-public or proprietary information, designs, ideas, concepts, improvements, product   developments, discoveries and inventions, whether patentable or not, that are or have been   conceived, made, developed or acquired by or disclosed to Employee (whether conveyed orally or   in writing), individually or in conjunction with others, during the period that Employee is or has   been employed by or affiliated with the Company or any other member of the Company Group   (whether during business hours or otherwise and whether on the Company’s premises or   otherwise) including: (i) technical information of any member of the Company Group, its affiliates,   its customers or other third parties, including computer programs, software, databases, data, ideas,   know-how, formulae, compositions, processes, discoveries, machines, inventions (whether   patentable or not), designs, developmental or experimental work, techniques, improvements, work   in process, research or test results, original works of authorship, training programs and procedures,   diagrams, charts, business and product development plans, and similar items; (ii) information   relating to any member of the Company Group’s businesses or properties, products or services   (including all such information relating to corporate opportunities, operations, future plans,   methods of doing business, business plans, strategies for developing business and market share,   research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition   prospects, the identity of customers or acquisition targets or their requirements, the identity of key  contacts within customers’ organizations or within the organization of acquisition prospects, or  marketing and merchandising techniques, prospective names and marks); and (iii) other valuable,  confidential information and trade secrets of any member of the Company Group, its affiliates, its   customers or other third parties;.  Moreover, all documents, videotapes, written presentations,   brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models,   specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings,   architectural renditions, models and all other writings or materials of any type including or   embodying any of such information, ideas, concepts, improvements, discoveries, inventions and                                          10 





 






 other similar forms of expression are and shall be the sole and exclusive property of the Company   or the other applicable member of the Company Group and be subject to the same restrictions on   disclosure applicable to all Confidential Information pursuant to this Agreement.  For purposes of   this Agreement, Confidential Information shall not include any information that (i) is or becomes   generally available to the public other than as a result of a disclosure or wrongful act of Employee   or any of Employee’s agents; (ii) was available to Employee on a non-confidential basis before its   disclosure to Employee by a member of the Company Group; or (iii) becomes available to   Employee on a non-confidential basis from a source other than a member of the Company Group;   provided, however, that such source is not bound by a confidentiality agreement with, or other  obligation with respect to confidentiality to, a member of the Company Group.                 (e)   Notwithstanding the foregoing, nothing in this Agreement shall prohibit or  restrict Employee from lawfully: (i) initiating communications directly with, cooperating with,   providing information to, causing information to be provided to, or otherwise assisting in an   investigation by, any governmental authority (including the U.S. Securities and Exchange   Commission) regarding a possible violation of any law; (ii) responding to any inquiry or legal  process directed to Employee from any such governmental authority; (iii) testifying, participating  or otherwise assisting in any action or proceeding by any such governmental authority relating to   a possible violation of law; (iv) making disclosures required, or reasonably necessary, to comply   with applicable law; (v) making disclosures in legal or arbitral proceedings that are required or   reasonably necessary to enforce this Agreement; or (vi) making any other disclosures that are   protected under the whistleblower provisions of any applicable law.  Additionally, pursuant to the   federal Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly   liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is   made (1) in confidence to a federal, state or local government official, either directly or indirectly,   or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation   of law; (B) is made to the individual’s attorney in relation to a lawsuit for retaliation against the   individual for reporting a suspected violation of law; or (C) is made in a complaint or other   document filed in a lawsuit or proceeding, if such filing is made under seal.  Nothing in this   Agreement requires Employee to obtain prior authorization before engaging in any conduct   described in this paragraph, or to notify the Company that Employee has engaged in any such   conduct.           10.   Non-Competition; Non-Solicitation; Non-Disparagement.                (a)   The Company shall provide Employee access to Confidential Information   for use only during the Employment Period, and Employee acknowledges and agrees that the   members of the Company Group will be entrusting Employee, in Employee’s unique and special   capacity, with developing the goodwill of the members of the Company Group, and in  consideration of the Company providing Employee with access to Confidential Information and   as an express incentive for the Company to enter into this Agreement and employ Employee   hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10.    Employee agrees and acknowledges that the limitations and restrictions set forth herein, including   geographical and temporal restrictions on certain competitive activities, are reasonable in all   respects, do not interfere with public interests, will not cause Employee undue hardship, and are   material and substantial parts of this Agreement intended and necessary to prevent unfair                                           11 





 






 competition and to protect the Confidential Information, goodwill and legitimate business interests   of each member of the Company Group.               (b)   During the Prohibited Period, Employee shall not, directly or indirectly, for  Employee or on behalf of or in conjunction with any other person or entity of any nature:                    (i)    engage in, participate in or take preparatory steps that result in        engagement or participation in the Business within the Market Area, including by directly        or indirectly: (A) owning, investing in, managing, controlling, participating in, consulting        with, contributing to, lending one’s name to, providing assistance to, operating, or being        an officer or director of, any person or entity engaged in or preparing to engage in the        Business, or (B) joining, becoming an employee or consultant of, or otherwise being        affiliated with, or rendering services for, any person or entity engaged in, or that has taken        preparatory steps that result in engagement in, the Business  (with respect to this clause        (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties        or responsibilities that Employee had on behalf of any member of the Company Group or        in any manner that requires Employee to learn of or use nonpublic, confidential, proprietary        or trade secret information that is similar to the type of Confidential Information of which        Employee learned or used at any member of the Company Group or in any manner that        requires Employee to have client contacts or develop client relationships similar to the        client contacts or the development of client relationships in which Employee engaged at        any member of the Company Group;                   (ii)    appropriate any Business Opportunity of, or relating to, any member        of the Company Group located in the Market Area;                  (iii)    solicit, canvass, approach, encourage, entice or induce any customer        or supplier of any member of the Company Group which or with whom Employee had        contact, was involved as part of Employee’s job responsibilities (including oversight        responsibility) with any member of the Company Group and/or about whom Employee        learned Confidential Information to cease or lessen such customer’s or supplier’s business        with any member of the Company Group or otherwise adversely interference with the        relationship between any member of the Company Group and such customer or supplier;                   (iv)    hire or engage any employee or contractor of any member of the        Company Group with whom Employee had contact or solicit, canvass, approach,        encourage, entice or induce any such employee or contractor to terminate or reduce his,        her or its employment or engagement with any member of the Company Group; or                   (v)     attempt to do any of the foregoing.               (c)   Because of the difficulty of measuring economic losses to the members of  the Company Group as a result of a breach or threatened breach of the covenants set forth in  Section 9 and in this Section 10, and because of the immediate and irreparable damage that would   be caused to the members of the Company Group for which they would have no other adequate   remedy, the Company and each other member of the Company Group shall be entitled to enforce   the foregoing covenants, in the event of a breach or threatened breach, by injunctions and                                           12 





 






restraining orders from any court of competent jurisdiction, without the necessity of showing any  actual damages or that money damages would not afford an adequate remedy, and without the  necessity of posting any bond or other security.  The aforementioned equitable relief shall not be  the Company’s or any other member of the Company Group’s exclusive remedy for a breach but  instead shall be in addition to all other rights and remedies available to the Company and each  other member of the Company Group at law and equity.              (d)   The covenants in this Section 10, and each provision and portion hereof, are  severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall  not affect the provisions of any other covenant (or portion thereof).  Moreover, in the event any  arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial  restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be  enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement  shall thereby be reformed to make the restrictive covenants contained herein enforceable to  maximum extent permitted by applicable law.               (e)   The following terms shall have the following meanings:                   (i)     “Business” shall mean the business and operations that are the same        or similar to those performed by the Company and any other member of the Company        Group during the Employment Period, or which any member of the Company Group had        material plans to engage in during the Employment Period, which business and operations        include (A) the development, manufacture, and delivery of prescriptive chemistry-based        technology and related services, including specialty and commodity chemicals to clients in        the energy (e.g. oil and gas), industrial cleaning, and agricultural industries around the        world, and (B) the business of developing and selling oil and gas analyzers and        measurement tools and related software and providing data analytics and data services in        the oil and gas industry.                  (ii)     “Business Opportunity” shall mean any commercial, investment or        other business opportunity relating to the Business.                   (iii)    “Market Area” shall mean the geographic area within (A) the state        of Texas and (B) a one hundred (100)-mile radius of any other oil and gas fields, basins,       shales, plays and geographic areas with respect to which the Company or any other member       of the Company Group conducts material business or has specific plans to conduct material       business during the Employment Period.                  (iv)     “Prohibited Period” shall mean the period during which Employee        is employed by any member of the Company Group and continuing for a period of six (6)        months following the date that Employee is no longer employed by any member of the        Company Group for any reason.               (f)   Subject to Section 9(e) above, Employee agrees that during the period from  and after the Effective Date, Employee will not, and will not cause or encourage any other person  or entity to, make, publish, or communicate, in any medium whatsoever, any disparaging, negative  or defamatory comments regarding any member of the Company Group or any of their respective                                         13 





 






 current or former directors, officers, members, managers, employees, partners, executives, direct   or indirect owners (including equityholders), investors, businesses, products or services.          11.   Ownership of Intellectual Property.                  (a)   Employee agrees that the Company shall own, and Employee shall (and   hereby does) assign, all right, title and interest (including patent rights, copyrights, trade secret   rights, mask work rights, trademark rights, and all other intellectual and industrial property rights   of any sort throughout the world) relating to any and all inventions (whether or not patentable),   discoveries, developments, improvements, innovations, works of authorship, mask works, designs,   know-how, ideas, formulae, processes, techniques, data and information authored, created,  contributed to, made or conceived or reduced to practice, in whole or in part, by Employee during  the period in which Employee is or has been employed by or affiliated with the Company or any  other member of the Company Group, whether or not registerable under U.S. law or the laws of  other jurisdictions, that either (a) relate, at the time of conception, reduction to practice, creation,  derivation or development, to any member of the Company Group’s businesses or actual or  anticipated research or development, or (b) were developed on any amount of the Company’s or  any other member of the Company Group’s time or with the use of any member of the Company  Group’s equipment, supplies, facilities or Confidential Information (all of the foregoing  collectively referred to herein as “Company Intellectual Property”), and Employee shall   promptly disclose all Company Intellectual Property to the Company in writing.  To support   Employee’s disclosure obligation herein, Employee shall keep and maintain adequate and current   written records of all Company Intellectual Property made by Employee (solely or jointly with   others) during the period in which Employee is or has been employed by or affiliated with the   Company or any other member of the Company Group in such form as may be specified from time   to time by the Company.  These records shall be available to, and remain the sole property of, the   Company at all times.                (b)   All of Employee’s works of authorship and associated copyrights created   during the Employment Period and in the scope of Employee’s employment or engagement shall   be deemed to be “works made for hire” within the meaning of the Copyright Act.  To the extent   any right, title and interest in and to Company Intellectual Property cannot be assigned by   Employee to the Company, Employee shall grant, and does hereby grant, to each member of the   Company Group an exclusive, perpetual, royalty-free, transferable, irrevocable, worldwide license   (with rights to sublicense through multiple tiers of sublicensees) to make, have made, use, sell,   offer for sale, import, export, reproduce, practice and otherwise commercialize such rights, title   and interest.                  (c)   Employee recognizes that this Agreement will not be deemed to require   assignment of any invention or intellectual property that Employee developed entirely on   Employee’s own time without using the equipment, supplies, facilities, trade secrets, or   Confidential Information of any member of the Company Group.  In addition, this Agreement does   not apply to any invention that qualifies fully for protection from assignment to the Company   under any specifically applicable state law or regulation.                (d)   To the extent allowed by law, this Section applies to all rights that may be   known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like, including                                          14 





 






 those rights set forth in 17 U.S.C. §106A (collectively, “Moral Rights”).  To the extent Employee   retain any Moral Rights under applicable law, Employee hereby ratifies and consents to any action   that may be taken with respect to such Moral Rights by or authorized by the Company or any   member of the Company Group, and Employee hereby waives and agrees not to assert any Moral   Rights with respect to such Moral Rights.  Employee shall confirm any such ratifications, consents,   waivers, and agreements from time to time as requested by the Company.                (e)   Employee hereby represents and warrants that there are no Prior Inventions,   and Employee shall make no claim of any rights to any Prior Inventions.  If, in the course of   Employee’s employment with or affiliation with the Company or any other member of the   Company Group, Employee incorporates into the product, process, or device of any member of   the Company Group a Prior Invention, each member of the Company Group is hereby granted and   will have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have   made, modify, use, import, export, offer for sale, sell and otherwise commercialize such Prior   Invention as part of or in connection with such product, process, or device of any member of the   Company Group.  “Prior Inventions” shall mean all inventions (whether or not patentable),   original works of authorship, designs, know-how, mask works, ideas, information, developments,   improvements, and trade secrets of which Employee is the sole or joint author, creator, contributor,   or inventor that were made or developed by Employee prior to Employee’s employment with or   affiliation with the Company or any other member of the Company Group, or in which Employee   asserts any intellectual property right, and which are applicable to or relate in any way to the   business, products, services, or demonstrably anticipated research and development or business of   any member of the Company Group.                (f)   Employee shall perform, during and after the period in which Employee is   or has been employed by or affiliated with the Company or any other member of the Company   Group, all acts deemed necessary or desirable by the Company to permit and assist each member   of the Company Group, at the Company’s expense, in obtaining and enforcing the full benefits,   enjoyment, rights and title throughout the world in the Company Intellectual Property and   Confidential Information assigned, to be assigned, or licensed to the Company under this   Agreement.  Such acts may include execution of documents and assistance or cooperation (i) in   the filing, prosecution, registration, and memorialization of assignment of any applicable patents,   copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents,   copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other   legal proceedings related to the Company Intellectual Property or Confidential Information.                (g)   In the event that the Company (or, as applicable, a member of the Company   Group) is unable for any reason to secure Employee’s signature to any document required to file,   prosecute, register, or memorialize the assignment of any patent, copyright, mask work or other   applications or to enforce any patent, copyright, mask work, moral right, trade secret or other   proprietary right under any Confidential Information or Company Intellectual Property (including   derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in   part, continuing patent applications, reissues, and reexaminations of such Company Intellectual   Property), Employee hereby irrevocably designates and appoints the Company and each of the   Company’s duly authorized officers and agents as Employee’s agents and attorneys-in-fact to act  for and on Employee’s behalf and instead of Employee, (i) to execute, file, prosecute, register and  memorialize the assignment of any such application, (ii) to execute and file any documentation                                          15 





 






 required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing,   prosecution, registration, memorialization of assignment, issuance, and enforcement of patents,   copyrights, mask works, moral rights, trade secrets or other rights under the Confidential   Information or Company Intellectual Property, all with the same legal force and effect as if   executed by Employee.                (h)   In the event that Employee enters into, on behalf of any member of the   Company Group, any contracts or agreements relating to any Confidential Information or   Company Intellectual Property, Employee shall assign such contracts or agreements to the   Company (or the applicable member of the Company Group) promptly, and in any event, prior to   Employee’s termination.  If the Company (or the applicable member of the Company Group) is   unable for any reason to secure Employee’s signature to any document required to assign said   contracts or agreements, or if Employee does not assign said contracts or agreements to the   Company (or the applicable member of the Company Group) prior to Employee’s termination,   Employee hereby irrevocably designates and appoints the Company (or the applicable member of   the Company Group) and each of the Company’s duly authorized officers and agents as   Employee’s agents and attorneys-in-fact to act for and on Employee’s behalf and instead of    Employee to execute said assignments and to do all other lawfully permitted acts to further the   execution of said documents.          12.   Arbitration.                (a)   Subject to Section 12(b), any dispute, controversy or claim between   Employee and the Company or any other member of the Company Group arising out of or relating  to Employee’s duties to the Company, this Agreement, or Employee’s employment or engagement   with any member of the Company Group will be finally adjudicated by confidential arbitration in  Houston, Texas, in accordance with the then-existing American Arbitration Association (“AAA”)   Employment Arbitration Rules.  The arbitrator’s decision and arbitration award shall be final and   binding on both parties.  Any arbitration conducted under this Section 12 shall be private, and shall   be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable   rules of the AAA.  The Arbitrator shall expeditiously hear and decide all matters concerning the   dispute.  Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have   the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems   relevant to the dispute before him or her (and each party will provide such materials, information,   testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce   specific performance.  All disputes shall be arbitrated on an individual basis, and each party hereto   hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action   or on a consolidated basis or in a representative capacity on behalf of other persons or entities who   are claimed to be similarly situated, or to participate as a class member in such a proceeding.  The   decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the   disputing parties and the parties agree that judgment upon the award may be entered by any court   of competent jurisdiction.  The arbitrator will be empowered to award either party any remedy at  law or in equity that the party would otherwise have been entitled to had the matter been litigated  in court, including, but not limited to, general, special and punitive damages, injunctive relief,  costs and attorney fees; provided, however, that the authority to award any remedy is subject to   whatever limitations, if any, exist in the applicable law on such remedies.  The party whom the   Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any                                          16 





 






 other award pursuant to such arbitration or associated judgment, reimbursement from the other   party of all reasonable legal fees and costs associated with such arbitration and associated   judgment.                (b)   Notwithstanding Section 12(a), either party may make a timely application   for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions   of Sections 9 through 11; provided, however, that the remainder of any such dispute (beyond the   application for emergency or temporary injunctive relief) shall be subject to arbitration under this   Section 12.                (c)   By entering into this Agreement and entering into the arbitration provisions   of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY   ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS   TO A JURY TRIAL.                (d)   Nothing in this Section 12 shall prohibit a party to this Agreement from   (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this   Agreement in a litigation initiated by a person or entity that is not a party to this Agreement.    Further, nothing in this Section 12 precludes Employee from filing a charge or complaint with a   federal, state or local governmental, administrative or regulatory agency or shall require arbitration  of any disputes which, by law, cannot be the subject of a compulsory arbitration agreement.          13.   Defense of Claims.  During the Employment Period and thereafter, upon request   from the Company, Employee shall cooperate with any member of the Company Group in the  defense of any claims or actions that may be made by or against any member of the Company  Group that relate to Employee’s actual or prior areas of responsibility.          14.   Withholdings; Deductions.  The Company may withhold and deduct from any   benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local   and other taxes as may be required pursuant to any law or governmental regulation or ruling and   (b) any deductions consented to in writing by Employee.          15.   Title and Headings; Construction.  Titles and headings to Sections hereof are for   the purpose of reference only and shall in no way limit, define or otherwise affect the provisions   hereof.  Any and all Exhibits or Attachments referred to in this Agreement are, by such reference,   incorporated herein and made a part hereof for all purposes.  Unless the context requires otherwise,   all references to laws, regulations, contracts, documents, agreements and instruments refer to such   laws, regulations, contracts, documents, agreements and instruments as they may be amended,  restated or otherwise modified from time to time, and references to particular provisions of laws  or regulations include a reference to the corresponding provisions of any succeeding law or  regulation.  All references to “dollars” or “$” in this Agreement refer to United States dollars.  The  words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the  entire Agreement, including all Exhibits attached hereto, and not to any particular provision hereof.    The word “or” is not exclusive.  Wherever the context so requires, the masculine gender includes   the feminine or neuter, and the singular number includes the plural and conversely.  All references   to “including” shall be construed as meaning “including without limitation.”  Neither this   Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any                                          17 





 






 party hereto, whether under any rule of construction or otherwise.  On the contrary, this Agreement   has been reviewed by each of the parties hereto and shall be construed and interpreted according   to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions   of the parties hereto.          16.   Applicable Law; Submission to Jurisdiction.  This Agreement shall in all   respects be construed exclusively according to the laws of the State of Texas without regard to its  conflict of laws principles that would result in the application of the laws of another jurisdiction.   With respect to any claim or dispute related to or arising under this Agreement, the parties hereby  consent to the arbitration provisions of Section 12 and recognize and agree that should any resort   to a court be necessary and permitted under this Agreement, then they consent to the exclusive   jurisdiction, forum and venue of the state and federal courts (as applicable) located in Houston,   Texas.          17.   Entire Agreement and Amendment.    This Agreement contains the entire   agreement of the parties with respect to the matters covered herein and supersedes all prior and   contemporaneous agreements and understandings, oral or written, between the parties hereto   concerning the subject matter hereof; provided, however, that the provisions of this Agreement are   in addition to and complement (and do not replace or supersede) any other written agreement(s)   or parts thereof between Employee and any member of the Company Group that create restrictions   on Employee with respect to confidentiality, non-disclosure, non-competition, non-solicitation,   no-hire, non-interference or non-disparagement, including that certain Membership Interests   Purchase Agreement between the Company, JP3, and the other parties thereto, dated as of the   Effective Date.  Without limiting the scope of the preceding sentence, except as otherwise   expressly provided in this Section 17, all understandings and agreements preceding the Effective   Date and relating to the subject matter hereof (including that certain Employment Agreement   between JP3 Measurement, LLC and Employee, effective as of May 1, 2013 (the “Prior   Agreement”)) are hereby null and void and of no further force or effect, and this Agreement shall   supersede all other agreements, written or oral, that purport to govern the terms of Employee’s   employment (including Employee’s compensation) with any member of the Company Group.    Employee acknowledges and agrees that the Prior Agreement is hereby terminated and has been   satisfied in full, as has any other employment agreement between Employee and any member of   the Company Group, provided, however, that the termination of the Prior Agreement shall not be   deemed to waive any accrued rights or obligations of the parties thereto, including any obligation   to make a payment to Employee in connection with any change in control of JP3 that occurred on   or before the Effective Date.  In entering into this Agreement, Employee expressly acknowledges   and agrees that Employee has received all sums and compensation that Employee has been owed,   is owed or ever could be owed pursuant to the agreement(s) referenced in the previous sentence   and for services provided to any member of the Company Group through the date that Employee   signs this Agreement, with the exception of any unpaid base salary for the pay period that includes  the date on which Employee signs this Agreement.  This Agreement may be amended only by a  written instrument executed by both parties hereto.          18.   Waiver of Breach.  Any waiver of this Agreement must be in writing and executed   by the party to be bound by such waiver.  No waiver by either party hereto of a breach of any   provision of this Agreement by the other party, or of compliance with any condition or provision   of this Agreement to be performed by such other party, will operate or be construed as a waiver of                                          18 





 






 any subsequent breach by such other party or any similar or dissimilar provision or condition at  the same or any subsequent time.  The failure of either party hereto to take any action by reason  of any breach will not deprive such party of the right to take action at any time.          19.   Assignment.  This Agreement is personal to Employee, and neither this Agreement   nor any rights or obligations hereunder shall be assignable or otherwise transferred by Employee.    The Company may assign this Agreement without Employee’s consent, including to any member  of the Company Group and to any successor to or acquirer of (whether by merger, purchase or  otherwise) the equity, assets or businesses of the Company.          20.   Notices.  Notices provided for in this Agreement shall be in writing and shall be   deemed to have been duly received (a) when delivered in person, (b) when sent by electronic mail   transmission (with confirmation of receipt) on a business day to the e-mail address set forth below,  if applicable, (c) on the first business day after such notice is sent by express overnight courier  service, or (d) on the second business day following deposit with an internationally-recognized  second-day courier service with proof of receipt maintained, in each case, to the following address,  as applicable, or such other address or to the attention of such other person as the recipient party  shall have specified by prior written notice to the sending party:          If to the Company, addressed to:                      Flotek Industries, Inc.                     Attn: General Counsel                     10603 W. Sam Houston Pkwy. N., Suite 300                     Houston, Texas 77043          If to Employee, addressed to: Employee’s most recent address and personal email         address in the records of the Company.          21.   Counterparts.  This Agreement may be executed in any number of counterparts,   including by electronic mail or facsimile, each of which when so executed and delivered shall be   an original, but all such counterparts shall together constitute one and the same instrument.  Each   counterpart may consist of a copy hereof containing multiple signature pages, each signed by one   party, but together signed by both parties hereto.          22.   Deemed Resignations.  Except as otherwise determined by the Board or as   otherwise agreed to in writing by Employee and any member of the Company Group prior to the   termination of Employee’s employment with the Company or any member of the Company Group,   any termination of Employee’s employment shall constitute, as applicable, an automatic   resignation of Employee: (a) as an officer of the Company and each member of the Company   Group; (b) from the Board; and (c) from the board of directors or board of managers (or similar   governing body) of any member of the Company Group and from the board of directors or board   of managers (or similar governing body) of any corporation, limited liability entity, unlimited   liability entity or other entity in which any member of the Company Group holds an equity interest   and with respect to which board of directors or board of managers (or similar governing body)   Employee serves as such Company Group member’s designee or other representative.           23.   Section 409A.                                            19 





 






             (a)   Notwithstanding any provision of this Agreement to the contrary, all   provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue   Code of 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance   issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed   and administered in accordance with such intent.  Any payments under this Agreement that may   be excluded from Section 409A either as separation pay due to an involuntary separation from   service or as a short-term deferral shall be excluded from Section 409A to the maximum extent   possible.  For purposes of Section 409A, each installment payment provided under this Agreement   shall be treated as a separate payment.  Any payments to be made under this Agreement upon a   termination of Employee’s employment shall only be made if such termination of employment   constitutes a “separation from service” under Section 409A.                  (b)   To the extent that any right to reimbursement of expenses or payment of   any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within   the meaning of Section 409A), (i) any such expense reimbursement shall be made by the Company   no later than the last day of Employee’s taxable year following the taxable year in which such   expense was incurred by Employee, (ii) the right to reimbursement or in-kind benefits shall not be  subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for  reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses  eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided,  that the foregoing clause shall not be violated with regard to expenses reimbursed under any  arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a  limit related to the period in which the arrangement is in effect.                  (c)   Notwithstanding any provision in this Agreement to the contrary, if any   payment or benefit provided for herein would be subject to additional taxes and interest under   Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of   (i) the date of Employee’s death and (ii) the date that is six (6) months after the Termination Date   (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided   to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date.                (d)   To the extent that the aggregate amount of the Salary Continuation   installments that would otherwise be paid pursuant to the provisions of Section 7(f)(i) after March   15 of the calendar year following the calendar year in which the Termination Date occurs (the   “Applicable March 15”) exceeds the maximum exemption amount under Treasury Regulation   Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to Employee in a lump sum on the   Applicable March 15 (or the first business day preceding the Applicable March 15 if the   Applicable March 15 is not a business day) and the Severance Benefits payable after the   Applicable March 15 shall be reduced by such excess (beginning with the installment first payable   after the Applicable March 15 and continuing with the next succeeding installment until the   aggregate reduction equals such excess).                (e)   Notwithstanding the foregoing, the Company makes no representations that   the payments and benefits provided under this Agreement are exempt from, or compliant with,   Section 409A and in no event shall any member of the Company Group be liable for all or any   portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on   account of non-compliance with Section 409A.                                          20 





 






       24.   Clawback.  To the extent required by applicable law or any applicable securities   exchange listing standards, or as otherwise determined by the Board (or a committee thereof),   amounts paid or payable under this Agreement shall be subject to the provisions of any applicable   clawback policies or procedures adopted by any member of the Company Group, which clawback  policies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable  under this Agreement.  Notwithstanding any provision of this Agreement to the contrary, each  member of the Company Group reserves the right, without the consent of Employee, to adopt any  such clawback policies and procedures, including such policies and procedures applicable to this  Agreement with retroactive effect.          25.   Effect of Termination.  The provisions of Sections 7, 9, 10, 11, 12, 13, 14 and 22   and those provisions necessary to interpret and enforce them, shall survive any termination of this   Agreement and any termination of the employment relationship between Employee and the   Company.          26.   Third-Party Beneficiaries.  Each member of the Company Group that is not a   signatory to this Agreement shall be a third-party beneficiary of Employee’s obligations under   Sections 8, 9, 10, 11, 12, 16 and 22 and shall be entitled to enforce such obligations as if a party   hereto.          27.   Severability.  If an arbitrator or court of competent jurisdiction determines that any   provision of this Agreement (or portion thereof) is invalid or unenforceable, then the invalidity or   unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability   of any other provision of this Agreement, and all other provisions shall remain in full force and   effect.                          [Remainder of Page Intentionally Blank;                                Signature Page Follows]                                          21 





 






                                                                                       IN WITNESS WHEREOF, Employee and the Company each have caused this Agreement  to be executed and effective as of the Effective Date.                                          FLOTEK INDUSTRIES, INC.                                        By: /s/John W. Gibson, Jr___________________                  Name:   John W. Gibson, Jr.                  Title: President, Chief Executive Officer and Chairman of the Board                                                            EMPLOYEE                                          /s/Matthew R. Thomas_______________________              Matthew R. Thomas                          SIGNATURE PAGE TO EMPLOYMENT AGREEMENT