Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Certain Officers
E. Chipman Earle , Vice President, General Counsel, Chief Compliance Officer, Chief Administrative Officer and Corporate Secretary ofNewpark Resources, Inc. (the "Company") will be departing the Company effectiveApril 30, 2023 (the "Departure Date").Mr. Earle's departure is part of a larger restructuring of the Company's support functions (including the legal, tax, and human resources functions) that is intended to resize and reduce the Company's overall general and administrative expenses to better align with the Company's overall scale and complexity. The Company has determined that the termination is without "cause" as defined in the Company'sU.S. Executive Severance Plan (the "Severance Plan") and his Employment Agreement with the Company (as amended to date, the "Employment Agreement"). Until the Departure Date,Mr. Earle will continue to perform his services to the Company, including overseeing the transition of his roles and responsibilities to Celeste Frugé, age 50, the Company's Deputy General Counsel and Assistant Corporate Secretary. As of the Departure Date,Mr. Earle will become entitled to receive certain previously disclosed payments and benefits due to him in accordance with the Company'sU.S. Executive Severance Plan (the "Severance Plan") and his Employment Agreement with the Company (as amended to date, the "Employment Agreement"). In addition,Mr. Earle will receive payment of the amount due under his previously disclosed Cash Retention Award Agreement with the Company (the "Retention Agreement"). Severance benefits will be subject to compliance with general release conditions and certain restrictive covenants, including a non-disparagement covenant, an agreement not to disclose confidential information, and to non-competition and non-solicitation covenants that apply for 12 months following the Effective Date. The descriptions of the Severance Plan, the Employment Agreement and the Retention Agreement set forth above are qualified in their entirety by the Severance Plan, which is attached hereto as Exhibit 10.1, the Employment Agreement, which is attached hereto as Exhibits 10.2, 10.3 and 10.4, and the Retention Agreement, which is attached hereto as Exhibit 10.5, each of which is incorporated herein by reference.
Appointment of Certain Officers
The Company has appointed Ms. Frugé to succeedMr. Earle as the Company's Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, effectiveMay 1, 2023 . Ms. Frugé has served as the Company's Deputy General Counsel and Assistant Corporate Secretary sinceFebruary 2020 and has been employed with the Company sinceApril 2008 in various legal roles of increasing responsibility, including the role of Associate General Counsel fromJanuary 2011 toFebruary 2020 and Senior Corporate Counsel fromApril 2008 throughDecember 2010 .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 10.1Newpark Resources, Inc. U.S. Executive
Severance Plan, incorporated by
reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-Q
filed onNovember 4, 2020 (SEC File No. 001-02960). 10.2 Employment Agreement, dated as ofAugust 15, 2018 , betweenNewpark Resources, Inc. andEdward Chipman Earle ,
incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q filed on April
26, 2019 (SEC File No. 001-02960). 10.3 Amendment to Employment Agreement and Change in
Control Agreement dated
April 6, 2020 betweenNewpark Resources, Inc. and
incorporated by reference to Exhibit 10.4 to the
Company's Current Report on
Form 8-K filed onApril 8, 2020 (SEC File No.
001-02960).
10.4 Amendment to Employment Agreement and Change in
Control Agreement dated
May 19, 2021 betweenNewpark Resources, Inc. and
incorporated by reference to Exhibit 10.4 to the
Company's Current Report on
Form 8-K filed onMay 24, 2021 (SEC File No.
001-02960).
10.5 Form of Cash Retention Award Agreement dated
by reference to Exhibit 10.3 to the Company's
Current Report on Form 8-K
filed onAugust 23, 2021 (SEC File No.
001-02960).
104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101)
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