Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2009, Newpark Resources, Inc. (the "Company") entered into an
Amendment to Employment Agreement (the "Amendment") with William D. Moss, Vice
President of the Company and President of Newpark Mats and Integrated Services
("NMIS"), amending his Employment Agreement dated June 2, 2008, as previously
amended on April 23, 2009 (as amended, the "Employment Agreement"). The
Amendment provides for changes in Mr. Moss' position and related
responsibilities (the "Employment Events") resulting from the consolidation of
NMIS with the Company's Environmental Services business and further amends
certain termination rights arising from the Employment Events.
The Amendment was effective June 30, 2009 and commencing on such date
Mr. Moss shall no longer serve as the President of NMIS. The Company and
Mr. Moss have agreed that Mr. Moss shall continue to serve as Vice President,
Corporate Strategy and Development, of the Company pursuant to which he shall
serve under the direction and supervision of the Chief Executive Officer of the
Company and will perform such duties as may be assigned to Mr. Moss from time to
time.
As a result of the Employment Events, Mr. Moss may exercise his right to
terminate his employment for Good Reason pursuant to the provisions of the
Employment Agreement. Mr. Moss has agreed that he shall not have the right to
terminate his employment for Good Reason as a result of the Employment Events at
any time prior to January 1, 2010. Mr. Moss will have twenty (20) days following
January 1, 2010 to terminate his employment for Good Reason as a result of the
Employment Events by providing written notice thereof to the Company. If
Mr. Moss fails to provide timely written notice, Mr. Moss shall be deemed to
have conclusively waived any right he may have under the Employment Agreement to
terminate his employment for Good Reason as a result of the Employment Events.
In consideration of the foregoing agreements by Mr. Moss, the Company has agreed
that it shall not have the right to terminate Mr. Moss' employment without Cause
at any time prior to January 20, 2010.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated in this Item 5.02 by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment to Employment Agreement effective as of June 30, 2009 by and
between Newpark Resources, Inc. and William D. Moss.
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