EX-10.1
from 8-K
10 pages
Kyle McClure via Email Dear Kyle, This Letter Agreement (This “Agreement”) Sets Forth the Terms and Conditions Whereby You Agree to Provide Certain Services (As Described on Schedule 1) to Innovex Downhole Solutions, With Offices Located at 19120 Kenswick Dr, Humble Tx 77338 (The “Company”). 1. Services. 1.1 the Company Hereby Engages You, and You Hereby Accept Such Engagement, as an Independent Contractor to Provide Certain Services to the Company on the Terms and Conditions Set Forth in This Agreement. 1.2 You Shall Provide the Company the Services Set Forth on Schedule 1 (The “Services”). 1.3 the Company Shall Not Control the Manner or Means by Which You or Your Employees or Contractors Perform the Services. 1.4 Unless Otherwise Set Forth in Schedule 1, You Shall Furnish, at Your Own Expense, the Equipment, Supplies, and Other Materials Used to Perform the Services. the Company Shall Provide You With Access to Equipment and Shared Drives to the Extent Necessary for the Performance of the Services. 2. Term. the Term of This Agreement Shall Commence on September 9th, 2024 and Will Terminate on October 8th 2024.any Extension of the Term Will Be Subject to Mutual Written Agreement Between You and the Company (Referred to Collectively as the “Parties”). 3. Fees and Expenses
12/34/56
EX-10.11
from 8-K
9 pages
This Letter Agreement (This “Agreement”) Confirms the Terms and Conditions Concerning Your Termination of Employment With the Company Effective Immediately Following the Closing of the Mergers Contemplated by the Agreement and Plan of Merger (The “Merger Agreement”) Dated March 18, 2024 Entered Into by the Company, Innovex Downhole Solutions, Inc., and Certain Merger Subsidiaries of the Company (The Date of Such Closing Under the Merger Agreement Is Herein Referred to as the “Separation Date”). for Purposes of This Agreement, the “Company” Means Dril-Quip, Inc. and Any Affiliate Thereof, as Well as Their Respective Successors and Assigns. You and the Company Are Sometimes Referred to as the Parties in This Agreement. for Purposes of This Agreement, the Parties Agree That Your Termination Is a Termination of Employment by the Company Without Cause During a Change of Control Period as Described in Section 6(c) of the Employment Agreement Between You and the Company Effective as of October 25, 2022 (The “Employment Agreement”) and That This Agreement Is the Written Notice of Termination of Your Employment for Purposes of the Employment Agreement. Capitalized Terms Not Defined in This Agreement Shall Have the Meaning Given in the Employment Agreement. Your Acceptance of This Agreement Must Be Indicated by Signing on the Last Page of This Agreement. Resignation From Officer and Director Positions
12/34/56
EX-10.10
from 8-K
9 pages
This Letter Agreement (This “Agreement”) Confirms the Terms and Conditions Concerning Your Termination of Employment With the Company Effective Immediately Following the Closing of the Mergers Contemplated by the Agreement and Plan of Merger (The “Merger Agreement”) Dated March 18, 2024 Entered Into by the Company, Innovex Downhole Solutions, Inc., and Certain Merger Subsidiaries of the Company (The Date of Such Closing Under the Merger Agreement Is Herein Referred to as the “Separation Date”). for Purposes of This Agreement, the “Company” Means Dril-Quip, Inc. and Any Affiliate Thereof, as Well as Their Respective Successors and Assigns. You and the Company Are Sometimes Referred to as the Parties in This Agreement. for Purposes of This Agreement, the Parties Agree That Your Termination Is a Termination of Employment by the Company Without Cause During a Change of Control Period as Described in Section 6(c) of the Employment Agreement Between You and the Company Dated as of December 2, 2021 (The “Employment Agreement”) and That This Agreement Is the Written Notice of Termination of Your Employment for Purposes of the Employment Agreement. Capitalized Terms Not Defined in This Agreement Shall Have the Meaning Given in the Employment Agreement. Your Acceptance of This Agreement Must Be Indicated by Signing on the Last Page of This Agreement. Resignation From Officer and Director Positions
12/34/56
EX-10.9
from 8-K
9 pages
This Letter Agreement (This “Agreement”) Confirms the Terms and Conditions Concerning Your Termination of Employment With the Company Effective Immediately Following the Closing of the Mergers Contemplated by the Agreement and Plan of Merger (The “Merger Agreement”) Dated March 18, 2024 Entered Into by the Company, Innovex Downhole Solutions, Inc., and Certain Merger Subsidiaries of the Company (The Date of Such Closing Under the Merger Agreement Is Herein Referred to as the “Separation Date”). for Purposes of This Agreement, the “Company” Means Dril-Quip, Inc. and Any Affiliate Thereof, as Well as Their Respective Successors and Assigns. You and the Company Are Sometimes Referred to as the Parties in This Agreement. for Purposes of This Agreement, the Parties Agree That Your Termination Is a Termination of Employment by the Company Without Cause During a Change of Control Period as Described in Section 6(c) of the Employment Agreement Between You and the Company Dated as of December 2, 2021 (The “Employment Agreement”) and That This Agreement Is the Written Notice of Termination of Your Employment for Purposes of the Employment Agreement. Capitalized Terms Not Defined in This Agreement Shall Have the Meaning Given in the Employment Agreement. Your Acceptance of This Agreement Must Be Indicated by Signing on the Last Page of This Agreement. Resignation From Officer and Director Positions
12/34/56
EX-10.8
from 8-K
9 pages
This Letter Agreement (This “Agreement”) Confirms the Terms and Conditions Concerning Your Termination of Employment With the Company Effective Immediately Following the Closing of the Mergers Contemplated by the Agreement and Plan of Merger (The “Merger Agreement”) Dated March 18, 2024 Entered Into by the Company, Innovex Downhole Solutions, Inc., and Certain Merger Subsidiaries of the Company (The Date of Such Closing Under the Merger Agreement Is Herein Referred to as the “Separation Date”). for Purposes of This Agreement, the “Company” Means Dril-Quip, Inc. and Any Affiliate Thereof, as Well as Their Respective Successors and Assigns. You and the Company Are Sometimes Referred to as the Parties in This Agreement. for Purposes of This Agreement, the Parties Agree That Your Termination Is a Termination of Employment by the Company Without Cause During a Change of Control Period as Described in Section 6(c) of the Employment Agreement Between You and the Company Dated as of December 2, 2021 (The “Employment Agreement”) and That This Agreement Is the Written Notice of Termination of Your Employment for Purposes of the Employment Agreement. Capitalized Terms Not Defined in This Agreement Shall Have the Meaning Given in the Employment Agreement. Your Acceptance of This Agreement Must Be Indicated by Signing on the Last Page of This Agreement. Resignation From Officer and Director Positions
12/34/56
EX-10.1
from 8-K
4 pages
Dril-Quip, Inc. 2050 West Sam Houston Parkway S., Suite 1100 Houston, Texas 77042 Attention: James Webster Email: James_webster@dril-Quip.com Innovex Downhole Solutions, Inc. 19210 Kenswick Drive Humble, Texas 77338 Attention: Adam Anderson Email: ADAM.ANDERSON@INNOVEX-INC.com Attention: Kendal Reed Email: KENDAL.REED@INNOVEX-INC.com via Email Re: Waiver of Conditions Precedent
12/34/56
EX-10.1
from 8-K
7 pages
This Letter Agreement (This “Agreement”) Confirms the Terms and Conditions Concerning Your Termination of Employment With the Company Effective as of the Close of Business on December 31, 2021 (The “Separation Date”). for Purposes of This Agreement, the “Company” Means Dril-Quip, Inc. and Any Affiliate Thereof, as Well as Their Respective Successors and Assigns. You and the Company Are Sometimes Referred to as the Parties in This Agreement. for Purposes of This Agreement, the Parties Agree That Your Termination of Employment Is a Termination of Employment by the Company Without Cause as Described in Section 5(c) of the Employment Agreement Between You and the Company Dated December 8, 2011 (The “Employment Agreement”) and That This Agreement Is the Written Notice of Termination of Your Employment for Purposes of the Employment Agreement. Capitalized Terms Not Defined in This Agreement Shall Have the Meaning Given in the Employment Agreement. Your Acceptance of This Agreement Must Be Indicated by Signing on the Last Page of This Agreement. if Accepted, This Agreement Must Be Returned to James Webster, the Company’s Vice President, General Counsel and Corporate Secretary, by Close of Business on September 22, 2021. Resignation From Officer and Director Positions Effective as of the Separation Date, You Will Cease to Be an Officer and Employee of the Company and You Agree to Take Any and All Actions Necessary to Resign From All Officer and Director Positions You Hold With the Company. Transition Services
12/34/56