Exhibit 10.67
EMPLOYMENT AGREEMENT
between
SUPERIOR ENERGY SERVICES, INC.
and
BRYAN ELLIS
Dated as of July 18, 2022
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”), dated and effective as of July 18, 2022 (the “Effective Date”), is by and between Superior Energy Services, Inc., a Delaware corporation (“Superior”), and Bryan Ellis (“Employee”).
WITNESSETH:
WHEREAS, Employee serves as an employee of Superior or one of its subsidiaries (Superior and all of its subsidiaries, collectively, the “Company”), the Company desires to continue the employment of Employee, and Employee desires to remain in the employment of the Company, in each case on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the respective representations and warranties hereinafter set forth and of the mutual covenants herein contained, the parties hereto agree as follows:
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death.
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Notwithstanding the foregoing, Good Reason shall not exist unless: (i) Employee provides written notice to Superior of the existence of the Good Reason event within 60 days of Employee having knowledge of its initial existence, (ii) Superior is provided 30 days from the receipt of such notice during which it may remedy the Good Reason event (if such Good Reason event is cured by Superior by the end of such 30 day period, Employee shall not have Good Reason to terminate employment), (iii) Employee gives written notice to Superior of his intent to terminate employment within 30 days after Superior’s right to cure has lapsed, and (iv) Employee actually terminates Employee’s employment no later than the date that is one year after the date Employee had knowledge of the initial existence of Good Reason.
(ii) For any other reason whatsoever in Employee’s sole discretion.
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For the avoidance of doubt, Employee shall not be entitled to the payments and benefits provided pursuant to this Section 4(c) if Employee is also found to be entitled to the payments and benefits provided pursuant to Section 4(b) hereof at any time. If Employee is found to be entitled to the payments and benefits provided pursuant to Section 4(b) hereof after Employee has received payments and benefits pursuant to this Section 4(c), any such payments or benefits already
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provided to Employee pursuant to Section 4(c) will be counted towards the payments and benefits to be provided pursuant to Section 4(b), to the extent applicable.
As used in this Section 4(e)(ii), “After-Tax Payment Amount” means (i) the amount of the Payment, less (ii) the amount of federal income taxes payable with respect to the Payment calculated at the maximum marginal income tax rate for each year in
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which the Payment shall be paid to Employee (based upon the rate in effect for such year as set forth in the Code at the time of the Payment), less (iii) the amount of the Excise Tax, if any, imposed on the Payment. For purposes of any reduction made under Section 4(e)(ii), the Payments that shall be reduced shall be those that provide Employee the best economic benefits, and to the extent any Payments are economically equivalent, each shall be reduced pro rata.
(iii) Determination. All determinations required to be made under this Section 4(e) and the assumptions to be utilized in arriving at such determinations, will be made by a public accounting firm or another qualified advisor that is selected by the Company in its discretion prior to the applicable transaction, which firm or advisor will provide detailed supporting calculations to both the Company and Employee.
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provided, that for purposes of any payment hereunder that is deferred compensation pursuant to Section 409A of the Code and is payable on account of a Change of Control, the event must also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
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Employee further agrees that during the Employment Period and for a period of one year thereafter, Employee shall not, and shall not cause any other person to, directly or indirectly, hire any employee of the Company (including those who are employees of the Company at any time in the three (3) months prior to such hiring) as an employee or independent contractor.
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For purposes of this Section 5(c), “Territory” means any geographic area or market (including any adjacent offshore areas), whether within or outside the United States, in which the Company engages in the Company’s Business, as defined in Section 5(a)(i) above on the date of termination of Employee’s employment hereunder, including, without limitation, the parishes (or any adjacent offshore areas) of the State of Louisiana as set forth in Appendix B).
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If to Employee:
Bryan Ellis
22 Glenleigh Place
The Woodlands, Texas 77381
If to Superior:
Superior Energy Services, Inc.
1001 Louisiana Street, Suite 2900
Houston, Texas 77002
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or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
SUPERIOR ENERGY SERVICES, INC.
By: /s/ Brian K. Moore
Name: Brian K. Moore
Title: Chief Executive Officer
EMPLOYEE
By: /s/ Bryan M. Ellis
Name: Bryan M. Ellis
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APPENDIX A
Form of Waiver and Release
This Waiver and Release (this “Release”) is effective as of the Release Effective Date (as defined below) by Bryan Ellis (“Employee”) in favor of Superior Energy Services, Inc. (“Superior”). Capitalized terms not defined in this Release are as defined in the Employment Agreement between Employee and Superior (the “Agreement”). Employee gives this Release in consideration of Superior’s promises and covenants as recited in the Agreement, with respect to which this Release is an integral part. Employee agrees as follows:
U.S.C. § 621, et seq., Title VII of the Civil Rights Act, 42 U.S.C. § 2000(e), et seq., the Americans With Disabilities Act, 42 U.S.C. § 12101 et seq., or the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.; Claims for statutory or common law wrongful discharge; Claims arising under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; Claims under any contracts, agreements, or understandings Employee may have with any of the Released Parties, written or oral (including under the Agreement); Claims for attorney’s fees, expenses and costs; Claims for defamation; Claims for emotional distress; Claims for wages or vacation pay; Claims for benefits or that in any way relate to the design or administration of any employee benefit program, including any claims arising under the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq.; or Claims under any other applicable federal, state or local laws or legal concepts.
To confirm Employee’s agreement with the terms and conditions of this Release, Employee has signed and dated it below.
Employee’s Printed Name
Employee’s Signature
Employee’s Signature Date
APPENDIX B
Louisiana Parishes
Acadia Ascension Assumption Bienville Bossier Caddo Calcasieu Cameron Claiborne De Soto
East Baton Rouge Iberia
Iberville Jackson
Jefferson
Jefferson Davis Lafayette Lafourche Lincoln Livingston Natchitoches Orleans Ouachita Plaquemines Red River Sabine
St. Bernard St. Charles St. James
St. John the Baptist St. Martin
St. Mary Terrebonne Union Vermillion Webster
West Baton Rouge