Exhibit 10.17**EXECUTION COPY****SEPARATION AGREEMENT**     This Separation Agreement (this “Agreement”) is made as of December 2, 2005, by andbetween C. Mark Pearson (the “Executive”) and CARBO Ceramics Inc., a Delaware corporation(the “Company”).     WHEREAS, the Company engaged the Executive to be the President and Chief Executive Officer ofthe Company pursuant to an Employment Agreement dated November 25, 2002 (the “EmploymentAgreement”);     WHEREAS, the Executive and the Company mutually desire to terminate their employmentrelationship and Executive desires to resign his position as President and Chief Executive Officerof the Company, as a director of the Company and all other director, officer and employeepositions, if any, held by Executive in the Company or any of its subsidiaries or affiliateseffective as of December 2, 2005 (the “Termination Date”); and     WHEREAS, the parties desire to set forth their respective rights and obligations in respect ofthe termination of the Executive’s employment relationship with the Company in this Agreement and,in connection therewith, agree that this Agreement is intended to supersede, in its entirety, theEmployment Agreement (including, without limitation, the termination of employment provisionsthereof) and that such Employment Agreement shall be null and void and all obligations of theparties thereunder shall terminate as of the Termination Date.     NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein andfor other good and valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties, intending to be legally bound hereby, agree as follows:     1. Termination of Employment. The parties hereto hereby agree that the Executive’semployment with the Company and its subsidiaries and affiliates shall terminate as of theTermination Date. The Executive hereby resigns, effective as of the Termination Date, his positionas President and Chief Executive Officer of the Company, as a director of the Company, and allother director, officer and employee positions, if any, held by the Executive in the Company or anyof its subsidiaries or affiliates and agrees to execute all additional documents and take suchfurther steps as may be required to effectuate such resignation(s).     2. Certain Payments and Benefits.
 

 
     (a) *Accrued Obligations.*Within thirty (30) days following the Termination Date, the Companyshall pay to the Executive (i) all base salary earned but unpaid as of the Termination Date, (ii)an amount in respect of all vacation earned but not used prior to the Termination Date, and (iii)an amount representing reimbursement of all reasonable, ordinary and necessary expenses incurred bythe Executive prior to the Termination Date in the performance of the Executive’s duties under theEmployment Agreement; provided that the Executive accounted to the Company for suchexpenses in a manner reasonably prescribed by the Company.     (b) *Incentive Bonus Payment.*As soon as practicable and in any event within thirty (30) daysafter the completion of the audited financial statements and determinations of the Company’searnings before interest income and expenses and taxes (“EBIT”) for the 2005 fiscal year,the Company agrees to pay the Executive an amount (the “Incentive Bonus Payment”) equal tothe 2005 Incentive Bonus (as defined below) multiplied by a fraction, the numerator of which is thenumber of days in the period commencing on January 1, 2005 and ending on the Termination Date(inclusive) and the denominator of which is 365*.*For purposes of this Agreement, the 2005 IncentiveBonus shall mean an incentive bonus with respect to the 2005 fiscal year equal to the sum of (i)0.5% of the Company’s EBIT for the 2005 fiscal year up to $20,000,000, plus (ii) 1.0% of EBIT forthe 2005 fiscal year in excess of $20,000,000.     (c) *Equity Awards.*     (i) *Stock Options.*All options to purchase stock of the Company granted to the Executivepursuant to the CARBO Ceramics Inc. 1996 Stock Option Plan for Key Employees, as amended, andoutstanding immediately prior to the Termination Date shall remain exercisable until the expirationof thirty (30) days after the Termination Date, on which date they shall expire; provided, however,that no such stock option shall be exercisable prior to the Effective Date (as hereafter defined)or after the expiration of ten (10) years after the date such stock option was granted to theExecutive.     (ii) *Restricted Stock.*All unvested awards of restricted stock of the Company granted to theExecutive pursuant to the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan and outstandingimmediately prior to the Termination Date shall be immediately forfeited and cancelled effective asof the Termination Date.     (d) *No Other Payments or Benefits.*The Executive acknowledges that, except for the paymentsand benefits provided for in Section 2 of this Agreement, the Executive is not entitled to anypayment or benefits in the nature of severance or termination pay from the Company or itsaffiliates.     3. Consulting Services. From the Termination Date through June 30, 2006 (the“Consulting Period”), the Executive agrees to render to the Company such consultingservices as the Company may from time to time reasonably request. Such services shall include,without limitation, assistance in connection with the transition of the duties and responsibilitiesof the Executive’s former position with the Company to other individuals.
 

 
In addition, the Executive agrees to reasonably cooperate (including attending meetings) withrespect to any claim, arbitral hearing, lawsuit, action or governmental or internal investigationrelating to the business of the Company or its affiliates prior to the Termination Date. TheExecutive agrees to provide full and complete disclosure in response to any inquiry in connectionwith any such matters. In consideration for the Executive’s consulting services (including, withoutlimitation, his cooperation with respect to matters set forth above in this Section 3), the Companyshall pay to the Executive a fee of $325.00 per hour for each hour during the Consulting Period theExecutive provides consulting services to the Company, as determined by the Company in its solediscretion.     4. Other Agreements.     (a) *Press Release.*In connection with the termination of the Executive’s employment with theCompany, the Executive hereby agrees to the Company’s issuance of the press release substantiallyin the form attached hereto as Attachment A.     (b) *Outstanding Liabilities.*Any liabilities the Executive may have to the Company or itsaffiliates, including, without limitation, any liabilities in respect of outstanding loans oradvances by the Company and any liabilities to reimburse the Company for any personal expenses thatthe Executive has charged to the Company, must be paid in full before payment of any amounts willbe made to the Executive under this Agreement or the Company may, at its option, deduct any suchamounts from any payment to be made to the Executive under this Agreement, to the extent permittedby applicable law.     5. General Release and Waiver     (a) In consideration of the payments and other consideration provided for in this Agreement,that being good and valuable consideration, the receipt, adequacy and sufficiency of which areacknowledged by the Executive, the Executive, on his own behalf and on behalf of his agents,administrators, representatives, executors, successors, heirs, devisees and assigns (collectively,the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges theCompany and all of its affiliates, and each of their respective past, present and future officers,directors, shareholders, members, partners, agents, employees, consultants, independentcontractors, attorneys, advisers, successors and assigns (collectively, the “ReleasedParties”), jointly and severally, from any and all claims, rights, demands, debts, obligations,losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, thirdparty actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities ofany kind or nature whatsoever (collectively, the “Claims”), whether known or unknown,suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutoryor otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement,reemployment, or compensatory, punitive or any other kind of damages, which any of the ReleasingParties ever have had in the past or presently have against the Released Parties, and each of them,arising from or relating to the Executive’s employment with the Company or its affiliates or thetermination of that employment or any circumstances related thereto, or any other matter, cause orthing whatsoever, including without limitation all claims arising under or relating to employment,employment contracts
 

 
(including the Employment Agreement), employee benefits or purported employment discrimination orviolations of civil rights of whatever kind or nature, including without limitation all claimsarising under the Age Discrimination in Employment Act (“ADEA”), the Americans with DisabilitiesAct of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, theRehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C.§ 1981, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, theTexas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any otherapplicable federal, state or local employment discrimination statute, law or ordinance, including,without limitation, any workers’ compensation or disability claims under any such laws. TheExecutive further agrees that the Executive will not file or permit to be filed on the Executive’sbehalf any such claim. Notwithstanding the preceding sentence or any other provision of thisAgreement, this release is not intended to interfere with the Executive’s right to file a chargewith the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claimhe believes he may have against the Company or its affiliates. However, by executing thisAgreement, the Executive hereby waives the right to recover in any proceeding the Executive maybring before the EEOC or any state human rights commission or in any proceeding brought by the EEOCor any state human rights commission on the Executive’s behalf. In addition, this release is notintended to interfere with the Executive’s right to challenge that his waiver of any and all ADEAclaims pursuant to this Agreement is a knowing and voluntary waiver, notwithstanding theExecutive’s specific representation that he has entered into this Agreement knowingly andvoluntarily. This release shall not apply to any obligation of the Company or its affiliatespursuant to this Agreement, or any vested benefit to which the Executive is entitled under any taxqualified pension plan of the Company or its affiliates, COBRA continuation coverage benefits orany other similar benefits required to be provided by statute.     (b) The Executive acknowledges that certain of the payments and benefits provided for inSection 2 of this Agreement are in addition to anything of value to which the Executive already isentitled from the Company and its affiliates and constitute good and valuable consideration for therelease contained in this Section 5*.*     6. Restrictive Covenants.     (a) *Confidential Information.*The Executive agrees that all information pertaining to theprior, current or contemplated business of the Company and its affiliates, and their officers,directors, employees, agents, shareholders and customers (excluding (i) publicly availableinformation (in substantially the form in which it is publicly available) unless such informationis publicly available by reason of unauthorized disclosure by the Executive or by any person orentity of whose intention to make such unauthorized disclosure the Executive is aware and (ii)information of a general nature not pertaining exclusively to the Company that generally would beacquired in similar employment with another company) constitutes a valuable and confidential assetof the Company. Such information includes, without limitation, information related to tradesecrets, customer lists, production techniques, and financial information of the Company. TheExecutive agrees that from and after the Termination Date he shall (A) hold all such information intrust and confidence for the Company and its affiliates, and (B) not use or disclose any suchinformation to any person, firm, corporation or other entity other than under court order or otherlegal or regulatory
 

 
requirement. Executive agrees that he has returned or will return within seven (7) days allequipment and/or property, including all confidential information, computer software, computeraccess codes, company credit cards, keys, and all original and copies of notes, documents, files orprograms stored electronically or otherwise that relate or refer to the business, customers,financial statements, business contacts or sales of the Company or its affiliates;provided, however that the Executive shall not be required to return his cell phoneto the Company. Executive also agrees to return promptly to the Company any such equipment and/orproperty subsequently discovered by the Executive.     (b) *Non-Competition.*For the period commencing on the Termination Date and ending on thetwo-year anniversary of the Termination Date, the Executive agrees that the Executive will not,directly or indirectly, own, manage, operate, control, be employed by (whether as an employee,consultant, independent contractor or otherwise, and whether or not for compensation) or renderservices to any person, firm, corporation or other entity, in whatever form, engaged in (i) thebusiness of supply or distribution of proppants used in the hydraulic fracturing of natural gas andoil wells (“Proppants”) other than BJ Services Company, Dowell Schlumberger Limited andHalliburton Company (but only to the extent that the Executive does not engage in activities forthese entities related to the exploration, research, development, production or procurement ofproduction of Proppants) or (ii) the business of production of Proppants.     (c) *Non-Solicitation.*For the period commencing on the Termination Date and ending on theone-year anniversary of the Termination Date, the Executive agrees that the Executive will not,directly or indirectly, individually or on behalf of other persons, solicit, aid or induce (i) thenremaining employees of the Company or its affiliates to leave their employment with the Company orits affiliates in order to accept employment with or render services to or with another person,firm, corporation or other entity, or assist or aid any other person, firm, corporation or otherentity in identifying or hiring such employees or (ii) any customer of the Company or itsaffiliates at any time during which the Executive was actively employed by the Company to purchaseproducts or services then sold by the Company or its affiliates from another person, firm,corporation or other entity, or assist or aid any other person or entity in identifying orsoliciting any such customer.     (d) *Disclosure of Agreement.*Notwithstanding anything in this Agreement to the contrary,prior to agreeing to, or commencing to, act as an employee, officer, director, trustee, principal,agent or other representative of any type of business during the period in which thenon-competition agreement, as described in Section 6(b), applies, the Executive shall (i) disclosesuch agreement in writing to the Company and (ii) disclose to the other entity with which heproposes to act as an employee, officer, director, trustee, principal, agent or otherrepresentative, the existence of this Agreement, including, in particular, the non-disclosureagreement contained in Section 6(a), and the non-solicitation agreement contained in Section 6(c).     (e) *Non-Disparagement.*The Executive shall not make any statements, encourage others to makestatements or release information that would or is reasonably expected to disparage or defame theCompany, any of its affiliates or any of their respective directors or officers. Notwithstandingthe foregoing, nothing in this Section
 

 
6(e) shall prohibit the Executive from making truthful statements when required by order of a courtor other body having jurisdiction or as required by law.     (f) *Acknowledgements Respecting Restrictive Covenants.*With respect to the restrictivecovenants set forth in this Section 6, the Executive acknowledges and agrees as follows:     (i) The specified duration of a restrictive covenant shall be extended by and for the term ofany period during which the Executive is in violation of such covenant.     (ii) The restrictive covenants are in addition to any rights the Company may have in law or atequity.     (iii) It is impossible to measure in money the damages which will accrue to the Company in theevent that the Executive breaches any of the restrictive covenants. Therefore, if the Executivebreaches any restrictive covenant, the Company and its affiliates shall be entitled to aninjunction restraining the Executive from violating such restrictive covenants. If the Company orany of its affiliates shall institute any action or proceeding to enforce a restrictive covenant,the Executive hereby waives the claim or defense that the Company or any of its affiliates has anadequate remedy at law and the Executive agrees not to assert in any such action or proceeding theclaim or defense that the Company or any of its affiliates has an adequate remedy at law. Theforegoing shall not prejudice the Company’s or its affiliates’ right to require the Executive toaccount for and pay over to the Company or its affiliates, and the Executive hereby agrees toaccount for and pay over, the compensation, profits, monies, accruals or other benefits derived orreceived by the Executive as a result of any transaction constituting a breach of the restrictivecovenants.     (iv) (A) Each of the restrictive covenants contained in this Section 6 shall beconstrued as a separate covenant with respect to each activity to which it applies, (B) if, in anyjudicial proceeding or arbitration, a court or arbitrator shall deem any of the restrictivecovenants invalid, illegal or unenforceable because its scope is considered excessive, suchrestrictive covenant shall be modified so that the scope of the restrictive covenant is reducedonly to the minimum extent necessary to render the modified covenant valid, legal and enforceable,and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal orunenforceable in any jurisdiction, as to that jurisdiction such restrictive covenant (or portionthereof) shall be ineffective to the extent of such invalidity, illegality or unenforceability,without affecting in any way the remaining restrictive covenants (or portion thereof) in suchjurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid,illegal, or unenforceable in any other jurisdiction.     (v) The restrictive covenants provided in this Section 6 shall be in addition to anyrestrictions imposed on the Executive by statute or at common law.     7. Certain Forfeitures in Event of Breach. The Executive acknowledges and agreesthat, notwithstanding any other provision of this Agreement, in the event the Executive materiallybreaches any of his obligations under this Agreement or any provision of this Agreement is ruledunenforceable, void or subject to reduction or
 

 
modification, the Executive will forfeit his right to receive the payments and benefits describedin Section 2 of this Agreement to the extent not theretofore paid to him as of the date of suchbreach or ruling and, if already made as of the time of such breach or ruling, the Executive agreesthat he will reimburse the Company, immediately, for the amount of such payments and benefits. TheExecutive also agrees to reimburse the Company for all attorneys’ fees and expenses incurred inconnection with the Company’s successful defense of the Agreement, successful prosecution of abreach of this Agreement, and/or the seeking of recovery of any amounts forfeited by the Executivehereunder.     8. Arbitration of Disputes.     (a) Any disagreement, dispute, controversy or claim arising out of or relating to thisAgreement or the interpretation or validity hereof shall be settled exclusively and finally byarbitration. It is specifically understood and agreed that any disagreement, dispute or controversywhich cannot be resolved between the parties, including without limitation any matter relating tointerpretation of this Agreement, may be submitted to arbitration irrespective of the magnitudethereof, the amount in controversy or whether such disagreement, dispute or controversy wouldotherwise be considered justiciable or ripe for resolution by a court or arbitral tribunal.Notwithstanding, this Section 8, the Company shall be entitled to institute a court action orproceeding for injunctive relief as provided in Section 6 of this Agreement.     (b) The arbitration shall be conducted in accordance with the Commercial Arbitration Rules(the “Arbitration Rules”) of the American Arbitration Association (“AAA”).     (c) The arbitral tribunal shall consist of one arbitrator. The parties to the arbitrationjointly shall directly appoint such arbitrator within thirty (30) days of initiation of thearbitration. If the parties shall fail to appoint such arbitrator as provided above, sucharbitrator shall be appointed by the AAA as provided in the Arbitration Rules and shall be a personwho (i) maintains his principal place of business within thirty (30) miles of the City of Irving,Texas and (ii) has substantial experience in executive compensation. The parties shall each pay anequal portion of the fees, if any, and expenses of such arbitrator.     (d) The arbitration shall be conducted within thirty (30) miles of the City of Irving, Texasor in such other city in the United States of America as the parties to the dispute may designateby mutual written consent.     (e) At any oral hearing of evidence in connection with the arbitration, each party thereto orits legal counsel shall have the right to examine its witnesses and to cross-examine the witnessesof any opposing party. No evidence of any witness shall be presented unless the opposing party orparties shall have the opportunity to cross-examine such witness, except as the parties to thedispute otherwise agree in writing or except under extraordinary circumstances where the interestsof justice require a different procedure.
 

 
     (f) Any decision or award of the arbitral tribunal shall be final and binding upon the partiesto the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law anyrights to appeal or to seek review of such award by any court or tribunal.     (g) Nothing herein contained shall be deemed to give the arbitral tribunal any authority,power, or right to alter, change, amend, modify, add to or subtract from any of the provisions ofthis Agreement.     (h) Notwithstanding anything in this Agreement to the contrary, the arbitration provisions setforth in this Section 8 shall be governed exclusively by the Federal Arbitration Act, Title 9,United States Code.     9. General Provisions     (a) Each provision hereof is severable from this Agreement, and if one or more provisionshereof are declared invalid the remaining provisions shall nevertheless remain in full force andeffect. If any provision of this Agreement is so broad, in scope or duration or otherwise, as to beunenforceable, such provision shall be interpreted to be only so broad as is enforceable.     (b) Any notice to be given hereunder shall be given in writing. Notice shall be deemed to begiven when delivered by hand to the party to whom notice is being given, or ten (10) days afterbeing mailed, postage prepaid, registered with return receipt requested, or sent by facsimiletransmission with a confirmation by registered or certified mail, postage prepaid.Notices to the Executive should be addressed to the Executive as follows:C. Mark Pearson