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OFFON

NEWPARK RESOURCES, INC.

(NR)
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NEWPARK RESOURCES INC : Change in Directors or Principal Officers (form 8-K)

08/23/2021 | 07:54am EDT
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2021, Newpark Resources, Inc. (the "Company") issued a press
release announcing, among other things, that Paul L. Howes, President and Chief
Executive Officer of the Company, intends to retire on February 28, 2022 (the
"Retirement Date") as an officer of the Company. No decision has been made as to
whether Mr. Howes will remain on the Board after his retirement. Effective
September 1, 2021, Mr. Howes' title will change from "President and Chief
Executive Officer" to "Chief Executive Officer".
The Company also announced that Matthew Lanigan, 50, will ultimately succeed Mr.
Howes as President and Chief Executive Officer of the Company effective
immediately following the retirement of Mr. Howes as an officer of the Company.
In the meantime, Mr. Lanigan has been promoted to President and Chief Operating
Officer of the Company effective September 1, 2021, and he will continue to
report to Mr. Howes until Mr. Howes' retirement as an officer of the Company.
Mr. Lanigan and the Company entered into an amendment to his employment
agreement on August 17, 2021 to evidence his promotion, which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference. Mr. Lanigan has
served as Vice President of the Company and President of Newpark Industrial
Solutions since April 2016. From April 2014 to June 2015, Mr. Lanigan served as
a Managing Director of Custom Fleet Services in Australia for GE Capital
Corporation, a financial services unit of General Electric. From September 2010
to March 2014, he served as Commercial Excellence Leader in the Asia Pacific for
GE Capital. Previous to September 2010, Mr. Lanigan held various executive
positions in marketing and sales for GE Capital Corporation.
As President and Chief Operating Officer of the Company, Mr. Lanigan will
receive an annual base salary of $450,000 starting on September 1, 2021 and will
be eligible for an annual cash incentive target opportunity for the remainder of
2021 equal to 75% of his base salary for that period. Additionally, the
Compensation Committee approved on August 17, 2021 a restricted stock unit award
consisting of 100,000 restricted stock units that will be granted to Mr. Lanigan
on September 1, 2021 and will vest ratably over the next three years on
September 1, 2022, September 1, 2023 and September 1, 2024.
Ms. Lori Briggs will succeed Mr. Lanigan as Vice President of the Company and
President of Newpark Industrial Solutions effective September 1, 2021, and she
will continue to report to Mr. Lanigan. Ms. Briggs, 49, joined Newpark in
October 2017 as Senior Director, Business Transformation & Integration of the
Company. Ms. Briggs was promoted to the position of Vice President of Marketing
for Newpark Industrial Services in January 2021. From October 2015 to October
2017, Ms. Briggs served as a Global Pricing Leader in Houston, Texas for GE Oil
and Gas, an energy subsidiary of General Electric. For the ten years prior to
October 2015, Ms. Briggs held various management positions in marketing and
sales for GE Capital.
As Vice President of the Company and President of Newpark Industrial Solutions,
Ms. Briggs will receive an annual base salary of $350,000 starting on September
1, 2021 and will be eligible for an annual cash incentive target opportunity for
the remainder of 2021 equal to 70% of her base salary for that period.
Additionally, the Compensation Committee approved on August 19, 2021 a
restricted stock unit award consisting of 50,000 restricted stock units that
will be granted to Ms. Briggs on September 1, 2021 and will vest ratably over
the next three years on September 1, 2022, September 1, 2023 and September 1,
2024. In connection with her appointment as an officer of the Company, Ms.
Briggs entered into an Indemnification Agreement, which requires the Company to
indemnify Ms. Briggs to the fullest extent permitted by applicable law against
liability that may arise by reason of her service as an officer of the Company,
and to advance certain expenses incurred as a result of any proceeding against
her as to which she could be indemnified.
The foregoing description of the Indemnification Agreement is not complete and
is qualified in its entirety to the form of Indemnification Agreement, which is
incorporated by reference herein to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q filed on July 25, 2014.
Mr. Howes and the Company have entered into a Retirement and Restrictive
Covenant Agreement and General Release, dated August 17, 2021 (the "Retirement
Agreement") to specify the terms of his retirement as an officer of the Company.
The terms of the Retirement Agreement are consistent with the terms set forth in
the Newpark Resources, Inc. Retirement Policy for U.S. Employees, as amended,
which was approved and adopted on April 6, 2015, and subsequently amended on May
20, 2020 (as amended, the "Retirement Policy"). Prior to his Retirement Date,
Mr. Howes will continue to serve as the Company's Chief Executive Officer and
will (1) continue to receive an annual base salary of $828,000, (2) remain
eligible for annual bonuses, which shall be pro-rated for any portion of the
partial fiscal year ending on his Retirement Date and payable based on actual
performance, and (3) remain eligible for participation in the Company's 401(k),
welfare, deferred compensation and other plans pursuant to the terms of such
plans.
Following his retirement as an officer of the Company, or in the event of his
death prior to his Retirement Date, Mr. Howes will be entitled pursuant to the
Retirement Agreement and the Retirement Policy to (1) receive his annual bonus,
prorated for any portion of the partial fiscal year ending on his Retirement
Date and payable based on actual performance, (2) exercise outstanding stock
options issued prior to April 6, 2015 for two years (or if earlier, the
expiration of the options) and

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exercise options issued on and after April 6, 2015 until their stated expiration
date, (3) continued vesting of restricted stock units granted at least six
months prior to the Retirement Date upon the original vesting schedule, (4)
receive a prorated cash payment for performance-based cash awards awarded prior
to November 20, 2019, subject to all terms (other than continued employment) and
performance goals contained in the cash awards, (5) receive a cash payment,
without proration, for outstanding performance-based cash awards awarded on or
after November 20, 2019, subject to all terms (other than continued employment)
and performance goals contained in the cash awards. The Company also agreed to
provide continued maintenance of directors and officers liability insurance
coverage.
The Retirement Agreement contains certain restrictive covenants and
confidentiality provisions, including non-compete and non-solicitation
obligations continuing for 24 months after Mr. Howes retires as an officer of
the Company. The Retirement Agreement also contains a release of claims against
the Company and its affiliates, officers and employees.
The description of the Retirement Agreement set forth above is qualified in its
entirety by the Retirement Agreement, which is filed as Exhibit 10.2 hereto and
is incorporated herein by reference.
On August 19, 2021, the Compensation Committee of the Board of Directors of the
Company approved a cash retention award for each of Messrs. Gregg Piontek and
David Paterson in the amount of $500,000 and a cash retention award for Mr.
Chipman Earle in the amount of $250,000. Each such cash retention award will be
granted on September 1, 2021 and will vest on September 1, 2023, or earlier upon
grantee's termination without cause, death, or disability. The description of
these cash retention awards set forth above is qualified in its entirety by the
Form of Cash Retention Award Agreement, which is filed as Exhibit 10.3 hereto
and is incorporated herein by reference.
Item 7.01   Regulation FD Disclosure.
On August 23, 2021, the Company issued a press release announcing, among other
things, Mr. Howes' upcoming retirement and the related promotions of Mr. Lanigan
and Ms. Briggs, a copy of which is attached to this Current Report on Form 8-K
as Exhibit 99.1, which is incorporated by reference herein.
The information in the press release is being furnished, not filed, pursuant to
Item 7.01. Accordingly, the information in the press release will not be
incorporated by reference into any registration statement filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.               Description
10.1                        Amendment to Employment Agreement dated August 

17, 2021, between Newpark

                          Resources, Inc. and Matthew Lanigan
10.2                        Retirement and Restrictive Covenant Agreement 

and General Release dated

                          August 17, 2021, between Newpark Resources, Inc. and Paul L. Howes
10.3                        Form of Cash Retention Award Agreement dated August 17, 2021
99.1                        Press Release issued by Newpark Resources, Inc. on August 23, 2021
104                       Cover Page Interactive Data File (formatted as

Inline XBRL and contained in

                          Exhibit 101)



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