Exhibit 10.1


 


FIFTH AMENDMENT TO 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Fifth Amendment
to Executive Employment Agreement (this “Agreement”) dated and effective on July 30, 2013 (the “Effective
Date”), is by and between Coil Tubing Technology, Inc., a Nevada corporation (“Coil Tubing”)
and Jason Swinford, an individual (“Swinford”), each referred to herein as a “Party”
and collectively the “Parties”.


 


W
I T N E S S E T H:


 


WHEREAS, the
Parties previously entered into an Executive Employment Agreement on or around November 30, 2010, a copy of which is attached hereto
as Exhibit A; a First Amendment to Employment Agreement dated December 21, 2011, a copy of which is attached hereto as Exhibit
B; a Second Amendment to Employment Agreement dated August 28, 2012, a copy of which is attached hereto as Exhibit C;
a Third Amendment to Employment Agreement dated October 10, 2012 (effective August 28, 2012), a copy of which is attached hereto
as Exhibit D; and a Fourth Amendment to Employment Agreement dated March 13, 2013 (effective October 10, 2012), a copy of
which is attached hereto as Exhibit E (collectively, the “Employment Agreement”);


 


WHEREAS, capitalized
terms used herein shall have the meaning ascribed to such terms in the Employment Agreement, unless otherwise stated herein or
the context requires otherwise; and


 


WHEREAS, the
Parties desire to enter into this Agreement to amend the Employment Agreement as provided below.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, and other consideration,
which consideration the Parties hereby acknowledge and confirm the receipt and sufficiency of, the Parties hereto agree as follows:


 


1.Amendment
to Employment Agreement.


 


(a)
Section 4(a)(1) of the Employment
Agreement shall be amended and restated as follows:


 


“(1)Transaction
Bonus. Officer shall receive a bonus (the “Transaction Bonus”) in the event that a (a) Change of
Control (as defined below, provided that for the purposes of this Section 4(a)(1), the “Company” shall
refer to Coil Tubing Technology, Inc., a Nevada corporation, Coil Tubing Technology Holdings, Inc., a Nevada corporation and/or
Coil Tubing Technology, Inc., a Texas corporation); or (b) the sale by the Company of a substantial amount of the assets of the
Company (or controlling interests in the Company’s subsidiaries), each in one or more related transactions (each a “Bonus
Transaction”); occurs while Officer is employed under the terms of this Agreement or within six (6) months of the
termination of this Agreement by the Company for any reason other than Cause, or by the Officer for Good Reason, subject to the
below “Transaction Bonus Schedule”:


 


 






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i.If
the total consideration received by the Company and the Company’s shareholders in such Bonus Transaction, including the assumption
of any liabilities of the Company in such transaction and the value of any securities received by the Company or its shareholders
in connection with such Bonus Transaction (collectively the “Bonus Transaction Consideration”), exceeds
$20 million, but is less than $25,000,000.01, the Officer shall receive a Transaction Bonus of 2% of the total Bonus Transaction
Consideration;


 


ii.If
the Bonus Transaction Consideration is between $25,000,000.01 and $35,000,000.01, the Officer shall receive a Transaction Bonus
of 3% of the total Bonus Transaction Consideration; and


 


iii.If
the Bonus Transaction Consideration is above $35,000,000.01, the Officer shall receive a Transaction Bonus of 3.5% of the total
Bonus Transaction Consideration.”


 


(b)
Section 3 of the Employment Agreement shall be amended and
restated as follows in order to extend the Initial Term of the Employment Agreement for an additional one year:


 


“3.Term
of Employment. The term of Officer's employment shall commence on the Effective Date and, unless terminated earlier pursuant
to the provisions of this Agreement, shall continue for six years (the "Initial Term"). Upon the expiration
of the Initial Term, Officer's employment by the Company under the terms of this Agreement shall automatically be renewed for successive
one (1) year increments unless either party is gives written notice of their intent to not renew this Agreement not less than 60
days prior to the anniversary date on which this Agreement would otherwise terminate. The term of this Agreement as provided in
this Section 3 is referred to herein as the "Term."”


 


2.Reconfirmation
of Employment Agreement. The Parties hereby reaffirm all terms, conditions, covenants, representations
and warranties made in the Employment Agreement, to the extent the same are not amended hereby. 


 


3.Effect
of Agreement. Upon the effectiveness of this Agreement, each reference in the Employment
Agreement to “Agreement,” “hereunder,”
“hereof,” “herein”
or words of like import shall mean and be a reference to such Employment Agreement as modified or waived hereby.


 


4.Employment
Agreement to Continue in Full Force and Effect. Except as specifically modified herein, the
Employment Agreement and the terms and conditions thereof shall remain in full force and effect.


 


5.Effect
of Facsimile and Photocopied Signatures. This Agreement may be executed in several counterparts, each
of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts. A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have
been executed and delivered by the signing Party as though an original. A photocopy of this Agreement shall be effective as an
original for all purposes.


 


 


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Signature page follows.]


 






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IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement to be effective as of the Effective Date.


 


“COIL TUBING”


COIL TUBING TECHNOLOGY, INC.


 


By: /s/ Jerry Swinford


Jerry Swinford


Executive Vice President


 


Date: July 30, 2013


 


 


“SWINFORD”


  


By: /s/ Jason Swinford


Jason Swinford


 



Date: July 30, 2013


 


 


Acknowledged and Agreed to by:


 


/s/ Herbert C. Pohlmann


Herbert C. Pohlmann


 


Date: July 30, 2013




 


 






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