NEO Employment Agreements and Offer Letters
Corning Painter
The Painter employment agreement provides certain severance benefits to be provided to Mr. Painter in the event of involuntary termination of his employment. In the event that the Company terminates Mr. Painter’s employment other than for Cause (as defined below), or if he resigns for Good Reason (as defined below), Mr. Painter will be entitled to receive the following severance benefits: (1) cash severance in an amount equal to the sum of Mr. Painter’s then current salary plus his target annual cash bonus for the year in which the termination occurs, and (2) subject to Mr. Painter’s timely election, one year of continued health care coverage with premiums to be paid at active employee rates (or cash payments in lieu thereof).
In the event that the Company terminates Mr. Painter without Cause or he resigns for Good Reason within one year following a “change in control” of the Company (as defined in the Company’s 2014 Omnibus Incentive Compensation Plan), Mr. Painter will be entitled to enhanced severance benefits as follows: (1) cash severance equal to three times the sum of his then current salary plus his target annual cash bonus for the year in which the termination occurs, and (2) three years of continued health care coverage with company-paid premiums (or cash payments in lieu thereof).
If Mr. Painter’s employment is terminated as a result of his death or disability, he will be entitled to severance benefits equal to the sum of Mr. Painter’s then current base salary plus his target annual cash bonus for the year in which the event occurs, prorated based on the remaining portion of the financial year in which such termination occurs. Any cash severance payable to Mr. Painter must be paid in equal monthly installments, except in case of death, in which case payments shall be made in a lump sum. All severance benefits (other than in the case of his death) are subject to Mr. Painter’s execution of a release of claims in favor of the Company and continued compliance with certain restrictive covenants for the duration of the severance period (one year, or three years if termination occurs within one year following a change in control), including non-competition, non-solicitation of employees, non-disparagement and confidentiality restrictions.
The Painter employment agreement provides that “Cause” means one of the following events: (1) his conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea) in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (2) his continued material failure to perform his duties after notice from the Company; (3) his engagement in illegal conduct or gross misconduct, in either case, that causes material financial or reputational harm to the Company; (4) his material violation of the Company’s codes of conduct or any other Company policy as in effect from time to time; or (5) his breach of any of the material terms of any agreement with the Company, in the case of (2), (4) and (5), subject to his failure to remedy to the reasonable satisfaction of the Company within 30 days after written notice is delivered by the Company to him setting forth in reasonable detail the basis of “Cause,” if such act is curable, as determined in good faith by the Company. An event will not constitute Cause unless the Company gives him notice of termination within 90 days after the Board becomes aware that an event constituting Cause has occurred describing in reasonable detail the event constituting Cause.
The Painter employment agreement provides that “Good Reason” means one of the following events, without Mr. Painter’s consent: (1) his position, duties, or authority are materially diminished; (2) his annual base salary is reduced or another material element of his compensation is reduced or eliminated; (3) he is relocated to an office that is more than 100 miles from Houston; or (4) a breach of any of the material terms of his employment agreement or any other agreement between Mr. Painter and the Company, subject to the applicable notice and cure periods.
Jeff Glajch
Mr. Glajch’s offer letter dated February 12, 2022 (the “Glajch Offer Letter”), includes a contractual requirement for severance benefits, conditioned on Mr. Glajch’s execution of a general release of claims. If the Company terminates Mr. Glajch’s employment other than for Cause, or if he resigns for Good Reason, Mr. Glajch will be entitled to receive cash severance in an amount equal to the sum of Mr. Glajch’s then current salary plus his target annual cash bonus for the year in which the termination occurs.
In the event that the Company terminates Mr. Glajch without Cause (as defined below) or he resigns for Good Reason (as defined below) within one year following a “change in control” of the Company (as defined in the Company’s 2014 Omnibus Incentive Compensation Plan), Mr. Glajch will be entitled to enhanced cash severance equal to two times the sum of his then current salary plus his target annual cash bonus for the year in which the termination occurs. The Glajch Offer Letter includes the same definitions for Cause and Good Reason as Mr. Painter’s Employment Agreement, except that Mr. Glajch can claim Good Reason for a relocation greater than fifty miles from Houston.
The Glajch Offer Letter does not provide for any special accelerated vesting of equity awards, including his 2022 sign-on RSU grant, upon Mr. Glajch’s termination of employment.
The Glajch Offer Letter provides that “Cause” means one of the following events: (1) his conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or any other crime involving moral turpitude, (b) on a felony charge or (c) on an equivalent charge to those in clauses (a) and (b) in jurisdictions which do not use those designations; (2) his continued material failure to perform his duties after notice from the Company; (3) his engagement in illegal conduct or gross misconduct, in
