Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - FRANK'S INTERNATIONAL N.V. | a12312016-ex322.htm |
| EX-32.1 - EXHIBIT 32.1 - FRANK'S INTERNATIONAL N.V. | a12312016-ex321.htm |
| EX-31.2 - EXHIBIT 31.2 - FRANK'S INTERNATIONAL N.V. | a12312016-ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - FRANK'S INTERNATIONAL N.V. | a12312016-ex311.htm |
| EX-23.1 - EXHIBIT 23.1 - FRANK'S INTERNATIONAL N.V. | a12312016-ex231.htm |
| EX-21.1 - EXHIBIT 21.1 - FRANK'S INTERNATIONAL N.V. | a12312016-ex211.htm |
| EX-10.43 - EXHIBIT 10.43 - FRANK'S INTERNATIONAL N.V. | a12312016-ex1043.htm |
| EX-10.37 - EXHIBIT 10.37 - FRANK'S INTERNATIONAL N.V. | a12312016-ex1037.htm |
| EX-10.18 - EXHIBIT 10.18 - FRANK'S INTERNATIONAL N.V. | a12312016-ex1018.htm |
| EX-10.17 - EXHIBIT 10.17 - FRANK'S INTERNATIONAL N.V. | a12312016-ex1017.htm |
| EX-10.15 - EXHIBIT 10.15 - FRANK'S INTERNATIONAL N.V. | a12312016-ex1015.htm |
| EX-2.2 - EXHIBIT 2.2 - FRANK'S INTERNATIONAL N.V. | a12312016-ex22.htm |
| 10-K - 10-K - FRANK'S INTERNATIONAL N.V. | a12312016-documentfy1610xk.htm |
Exhibit 10.19
November 11, 2016
Mr. Douglas Stephens
407 Wolf Court
Houston, Texas 77024
Dear Douglas:
Offer and Position
We are pleased to extend an offer of employment to you for the position of Chief Executive Officer and President (“Chief Executive Officer”) of Frank’s International, N.V., a limited liability company organized under the laws of the Netherlands (the “Company”) and of Frank’s International, LLC, a Texas limited liability company (the “Employer”). This offer of employment is conditioned upon your satisfactory completion of certain requirements, as more fully explained in this letter. Your employment is subject to the terms and conditions set forth in this letter.
Duties
In your capacity as Chief Executive Officer, you will perform duties and responsibilities that are commensurate with your position and such other duties as may be assigned to you from time to time. You will report directly to the Supervisory Board of Directors of the Company (the “Board”) but will not initially serve as a member of the Board due to restrictions applicable to Dutch companies regarding appointment of directors without shareholder approval. At the annual meeting of the Company’s shareholders, you will be asked to serve as a member of the Board for no additional compensation. You agree to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of the Company’s and the Employer’s interests. Notwithstanding the foregoing, nothing in this letter shall preclude you from devoting reasonable periods of time to charitable and community activities, managing personal investment assets and, subject to Board approval which will not be unreasonably withheld, serving on boards of other companies (public or private) not in competition with the Company or the Employer, provided that none of these activities interferes with the performance of your duties hereunder or creates a conflict of interest.
Location
Your principal place of employment shall be at our U.S. headquarters in Houston, Texas, subject to business travel as needed to properly fulfill your employment duties and responsibilities.
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Start Date
Subject to satisfaction of all of the conditions described in this letter, your anticipated start date is November 15, 2016 (“Start Date”).
Base Salary
In consideration of your services, you will be paid an initial base salary of $650,000 per year, subject to review periodically by the Board (or a committee thereof) and payable in accordance with the standard payroll practices of the Employer, subject to all withholdings and deductions as required by law.
Annual Bonus
During your employment, you will be eligible to participate in the Company’s annual short-term incentive plan for executive officers, which shall provide you with an opportunity to receive an annual, calendar-year bonus, based on corporate and individual performance criteria determined in the discretion of the Board or a committee thereof. It is expected that your target bonus opportunity will be 100% of base salary, with actual payment determined based on performance against the performance goals established by the Board or committee. You must remain continuously employed through the bonus payment date to be eligible to receive an annual bonus payment for a particular calendar year. You will not be eligible for a 2016 bonus, so your eligibility will begin January 1, 2017.
Equity Grants
During your employment, you will be eligible to receive annual grants of equity-based incentive awards, as determined by the Board (or a designated committee thereof) in its discretion, under the Company’s Long-Term Incentive Plan (“LTIP”). It is expected that your annual LTIP awards will have an aggregate value on the grant date equal to three (3) times your base salary (determined without regard to vesting criteria), which may include performance-based vesting criteria in addition to a time-based vesting schedule. In addition the above-referenced LTIP awards, concurrent with your Start Date, you will receive an initial LTIP award of restricted stock units, with an aggregate value on the date of grant of $325,000, calculated based on the final closing price of a share of the Company’s common stock on the date immediately preceding the Start Date (the “Initial LTIP Award”). The Initial LTIP Award will vest in three equal annual tranches over a three-year period, based on your continued service through each vesting date. In the event of your separation from the Employer on an involuntary, not-for-cause basis, any unvested portion of your LTIP grants (including both your Initial LTIP Award and your regular annual LTIP grants) shall be permitted to continue to vest (but not accelerate) through their regularly scheduled vesting date(s), provided you satisfy certain restrictive covenants during the remainder of the original vesting period.
Benefits and Perquisites
You will be eligible to participate in the employee benefit plans and programs generally available to the Company's senior executives, including but not limited to
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group medical, dental, vision, and life insurance, disability benefits, retirement plans, an employee stock purchase plan, and an executive change-in-control severance plan, in each case, subject to the terms and conditions of such plans and programs. You will be entitled to four weeks of paid vacation annually. You will also be entitled to the fringe benefits and perquisites that are made available to other senior executives of the Company, each in accordance with and subject to the eligibility and other provisions of such plans and programs. The Company and the Employer reserve the right to amend, modify, or terminate any benefit plans or programs at any time and for any reason.
Stock Ownership Guidelines
As the Chief Executive Officer of the Company, you will be required to comply with the Company's Stock Ownership Guidelines applicable to executive officers, which requires our Chief Executive Officer to maintain a stock ownership level equal to five times your annualized base salary, such level to be reached within five years of your appointment as Chief Executive Officer.
At-Will Employment
Your employment with the Employer will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the Employer may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be changed by an express written agreement signed by an authorized officer of the Employer.
Executive Change-in-Control Severance
The Company maintains an Executive Change-in-Control Severance Plan for its executive officers in the event that the Company is acquired. The provisions of the plan are set forth in the Executive Change-in-Control Severance Plan document and the related Participation Agreement and will be the same as those terms currently in effect for other executive officers of the Company, which require that the executive agree to certain restrictive covenants (including a non-compete) for the period of employment with the Employer and ending one year following termination of employment. A copy of the Executive Change-in-Control Severance Plan and a Participation Agreement thereunder has been enclosed for your reference.
Clawback
Any amounts payable hereunder are subject to any policy established by the Company or statutory or other legal requirements applicable to senior executives providing for clawback or recovery of amounts that were paid to you. The Company will make any determination for clawback or recovery in accordance with any applicable law or regulation. For the avoidance of doubt, the Company: (1) currently contemplates legally required clawbacks in the Change-in-Control Severance Plan and in the form of LTIP award agreement; and (2) shall not be unilaterally or
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subjectively entitled to demand a clawback of any compensation awarded to you if not so required under applicable law.
Governing Law
This offer letter shall be governed by the laws of Texas, without regard to conflict of law principles.
Contingent Offer
This offer is contingent upon:
(a) Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of your Start Date. For your convenience, a copy of the I-9 Form's List of Acceptable Documents is enclosed for your review.
(b) Satisfactory completion of reference checks, a background check, drug testing, and other applicable employment screening procedures.
This offer will be withdrawn if any of the above conditions are not satisfied.
On your Start Date, you will be required to execute certain agreements with the Company and/or Employer, including an Executive Confidentiality and Restrictive Covenant Agreement (enclosed with this letter), as well as certifications acknowledging various company policies, such as our Anti-Bribery Policy, Code of Business Conduct and Ethics, Conflicts of Interest Policy, Financial Code of Ethics, Insider Trading Policy, Global Travel and Entertainment Policy, and the Policy for Employee Complaint Procedures for Accounting and Compliance Matters. Your employment with the Employer requires your certifications acknowledging these policies.
Representations
By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation, or other work-related restrictions imposed by a current or former employer. You also represent that you will inform the Employer about any such restrictions and provide the Employer with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to the Company or the Employer without written authorization from your current or former employer, nor will you use or disclose any such confidential information during the course and scope of your employment with the Employer. If you have any questions about the ownership of particular documents or
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other information, you should discuss such questions with your former employer before removing or copying the documents or information.
We are excited at the prospect of you joining our team. If you have any questions about the above details, please call me immediately. If this Offer Letter correctly sets forth the terms of our agreement, please sign and return this Offer Letter, whereupon it shall become our binding agreement.
We look forward to hearing from you.
Sincerely,
/s/ Michael C. Kearney
Michael C. Kearney
Chairman of the Supervisory Board of Directors
Frank’s International, N.V.
FRANK’S INTERNATIONAL, LLC (as Employer)
By: /s/ Alejandro Cestero
Alejandro (Alex) Cestero
Senior Vice President, Secretary, General Counsel and Chief Compliance Officer
Acceptance of Offer
I have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any agreements or representations, express or implied that are not set forth expressly in the foregoing letter, and this letter supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this letter.
/s/ Douglas Stephens | November 11, 2016 | ||
Douglas Stephens | DATE | ||
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