Exhibit 10.3


 


 


 


April 9, 2020


 


David Sledge


6800 Executive Ct.


Midland, TX 79707


 


Dear David:


 


This letter memorializes
the understanding between you and ProPetro Holding Corp. (the “Company”) regarding your compensation for your
employment as Chief Operating Officer of the Company beginning April 13, 2020 (the “Effective Date”). As of
the Effective Date, you will receive an annualized base salary of $361,250 (your “New Annual Base Salary”).
Your New Annual Base Salary will not be used for the purpose of calculating any Severance Payment, as defined in that that certain
Employment Agreement, entered into between you and the Company as of April 17, 2013 (as amended, the “Employment Agreement”).
Instead, any Severance Payment shall be calculated using the greater of your Annual Base Salary prior to the Effective Date and
your Annual Base Salary at the time of any qualifying termination of employment. You will remain eligible to earn an annual cash
bonus in an amount up to 65% of your New Annual Base Salary; provided, however, that your annual cash bonus opportunity for 2020
will take into account your base salary before and after the Effective Date. As is currently the case, the amount of the Annual
Bonus actually paid to you for any given calendar year remains subject to the terms and conditions of the ProPetro Holding Corp.
Senior Executive Incentive Bonus Plan, as in effect from time to time and the attainment of the applicable performance targets,
as determined in the sole discretion of the compensation committee (the “Compensation Committee”) of the Board
of Directors of the Company. In addition, the value and terms and conditions of any future awards granted to you under the ProPetro
Holding Corp. 2017 Incentive Award Plan will continue to be determined by the Compensation Committee in its sole discretion.


 


This letter shall
be deemed to amend the Employment Agreement, as of the Effective Date, to the extent any provision of your Employment
Agreement is inconsistent with this letter. All other provisions of the Employment Agreement shall remain in full force and
effect. In signing below, you hereby explicitly consent to the changes described in this letter, and in return for your
continued employment as described above, you hereby waive any and all rights you may have to terminate your employment with
the Company or its Affiliates (as such term is defined in the Employment Agreement) for Good Reason (or similar or related
definitions) as a result of these changes (including any right to receive any payments or benefits pursuant to the Employment
Agreement or any other plan, program, or agreement sponsored or maintained by the Company or any of its Affiliates
(collectively, the “Company Plans”) as a result of these changes). For the avoidance of doubt, execution
of this letter will not be deemed to constitute a (i) consent to any future modification to your responsibilities, duties or
compensation that are not described in this letter (such modifications, if any, the “Future
Modifications”) or (ii) waiver of your right, if any, to terminate your employment with the Company or its
Affiliates for Good Reason pursuant to the terms of your Employment Agreement or any other Company Plan as a result of any
Future Modifications.


 






     


     


    

 


You further acknowledge
that nothing in this letter shall be construed in any way to limit the right of the Company to terminate your employment, with
or without cause, or for you to terminate your employment with the Company, with or without reason, nor shall this letter limit
the rights of the stockholders of the Company under the Company’s Bylaws.


 


Please indicate your
agreement with the foregoing by signing and dating below and returning an executed copy of this letter to me.


 


[Signature Page to
Follow]


 






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	 	PROPETRO HOLDING CORP.
	 	 
	 	By:	/s/ Phillip A. Gobe
	 	Name:  	Phillip A. Gobe
	 	Title:	Chief Executive Officer and
	 	 	  Chairman of the Board




 


	AGREED AND ACKNOWLEDGED:	 
	 	 
	/s/ David
    Sledge	 
	David Sledge	 



 


Date:    April
9, 2020                                                                                                 


 





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Letter
Agreement with David Sledge