Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Compensatory Arrangements of Certain Officers.

As previously disclosed, effective February 16, 2022, Oil States International, Inc. (the "Company") appointed Brian E. Taylor to the position of Senior Vice President, Controller and Chief Accounting Officer. On May 10, 2022, the Company entered into an Executive Agreement with Mr. Taylor (the "Executive Agreement"), which provides for certain compensation and benefits to be payable upon a qualifying termination of Mr. Taylor's employment or a "Change of Control" of the Company (as defined in the Executive Agreement). As of the effective date of the Executive Agreement, Mr. Taylor will no longer participate in the Company's Change of Control Severance Plan for Selected Members of Management.

Specifically, the Executive Agreement provides for the following termination payments and benefits:

•Change of Control Severance Benefits. In the event that, during the 24 months following a Change of Control, Mr. Taylor is terminated by the Company other than for "Cause" or Mr. Taylor resigns for "Good Reason" (each, as defined in the Executive Agreement), then Mr. Taylor will be entitled to receive a lump sum severance payment equal to two times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the Company's annual incentive compensation plan for the year of termination (the "AICP"). In addition, upon such termination, Mr. Taylor would be entitled to (a) accelerated vesting of all options, restricted shares and restricted stock units, (b) vesting in all qualified and nonqualified retirement plans, (c) a benefit continuation subsidy for up to a 36-month period following termination and (d) outplacement benefits.

•Regular Severance Benefits. In the event Mr. Taylor is terminated by the Company other than for Cause outside of the 24-month period following a Change of Control, Mr. Taylor would be entitled to receive a lump sum severance payment equal to one times the sum of his base salary and the target annual bonus that may be earned by him pursuant to the AICP. In addition, upon such termination, Mr. Taylor would be entitled to (a) accelerated vesting of all restricted shares and restricted stock units and (b) a benefit continuation subsidy for up to a 24-month period following termination.

All severance and other termination benefits payable pursuant to the Executive Agreement are conditioned upon Mr. Taylor executing a release of claims in favor of the Company.

In addition, the Executive Agreement provides that Mr. Taylor will receive accelerated vesting of any outstanding stock options upon the occurrence of a Change of Control (without regard to whether his employment is terminated).

The summary above is qualified in its entirety by reference to the Executive Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



  10.1         Executive Agreement with Brian E. Taylor dated as of May         10, 2022    .
104          Cover Page Interactive Data File (embedded within the Inline XBRL document).

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