Common use of Separation Payments and Conditions Clause in Contracts

Separation Payments and Conditions. (a) Employer and Employee hereby acknowledge, agree and confirm that the Employee’s employment with Employer shall be terminated effective October 5, 2012, unless sooner terminated by the Employee (which termination will occur upon written notice by the Employee or upon Employee’s acceptance of employment with any third party) or by Employer as herein provided (hereinafter the date of termination being referred to as the “Effective Termination Date”). In consideration for Employee’s promises and undertakings contained herein, and provided that Employee does not revoke the Age Discrimination in Employment Act (“ADEA”) release contained in Paragraph 3 below, Employer will, subject to the provisions of Paragraph 1(b) and Paragraph 5(b) below, provide Employee the following separation benefits: (i) Employee will continue to be employed through the Effective Termination Date and Employer will pay to Employee Employee’s base salary in the amount of $6,942.31 paid bi-weekly, minus normal federal, state and local tax withholdings, during such continued employment period to be paid in accordance with Employer’s standard pay practices, (ii) Employee will continue to be eligible to participate in Employer’s group health and dental insurance benefit plans as an “inactive employee” until the Effective Termination Date, and (iii) Employee will continue to vest in all outstanding equity awards previously granted by TETRA Technologies, Inc. (“TETRA”) and Compressco Partners through the Effective Termination Date. In addition to the foregoing and conditioned upon the Employee’s (i) execution and delivery of the Release Agreement attached hereto as Exhibit A (the “Subsequent Release Agreement”) upon the Effective Termination Date and (ii) non-revocation of the release of ADEA claims contained in the Subsequent Release Agreement, and subject to the provisions of Paragraph 1(b) and Paragraph 5(b) below, (x) all of Employee’s vested options previously granted by TETRA will, as of the date that is eight (8) days following the Effective Termination Date, continue to be exercisable for a period of two and one-half months after December 31, 2012, and (y) upon the date that is eight (8) days following the Effective Termination Date, all of Employee’s unvested Compressco Partners restricted unit awards as of the Effective Termination Date will become fully vested on that date. Employee acknowledges that he is not entitled to the separation benefits described in this Paragraph 1(a) except as a result of his execution of this Release, the Subsequent Release Agreement, as applicable, and his agreement to be bound by the terms and provisions contained herein and therein. (b) In the event Employee accepts employment with a third party prior to October 5, 2012, and Employee has not otherwise taken any action giving rise to Employer’s right to terminate Employee for “cause” (as herein defined), Employer will, subject to the Employee’s execution of the Subsequent Release Agreement upon the Effective Termination Date and non-revocation of the release of ADEA claims contained therein within seven (7) days thereafter, (i) pay Employee the remaining amount of Employee’s base salary through October 5, 2012, less legally required withholdings, in a lump sum payment within ten (10) days of the Effective Termination Date, and (ii) to the extent Employee is no longer eligible to participate in Employer’s group health and dental insurance benefit plans as an “inactive employee” after Employee has accepted such third-party employment, Employer shall comply with its COBRA obligations and upon written request of Employee, Employer shall waive or otherwise pay any contribution that would otherwise be required by the Employee for such COBRA benefits, but in no event to exceed ninety (90) days after the Effective Termination Date. Employer agrees to provide written notice to its COBRA administrator within two (2) business days following the Effective Termination Date. If Employee’s continuing employment is terminated for cause prior to October 5, 2012, Employee will no longer be entitled to receive any of the benefits provided in Paragraph 1(a) above. For the avoidance of doubt, upon any termination for cause (i) any vested options previously granted by TETRA shall remain exercisable only for the applicable period following such termination as set forth in the respective plan and clause (x) in Paragraph 1(a) above shall no longer be effective, and (ii) any unvested restricted unit awards previously granted by Compressco Partners shall be automatically forfeited upon such termination and clause (y) in Paragraph 1(a) above shall no longer be effective. In addition to the foregoing, if any time after the Effective Termination Date and prior to expiration of the extended exercise period provided in clause (x) in Paragraph 1(a) above, Employee revokes the release of the age discrimination claims contained in the Subsequent Release Agreement or breaches or violates any of the covenants and obligations contained in Paragraphs 4, 5 and 9 below, the extension of the exercise period for Employee’s vested TETRA options shall no longer be effective and such options shall remain exercisable only for the applicable period following the Effective Termination Date as set forth in the respective plan. For purposes herein, “cause” shall be deemed to occur if Employee shall breach, violate any of the covenants and obligations contained in Paragraphs 4, 5 and 9 set forth below. (c) Notices shall be mailed to Employee’s address as follows: The payments and other compensation in this Paragraph 1 shall be reported on a Form W-2 issued to Employee. Said payments will be paid by automatic deposit to Employee’s account on file with Employer. All notices to Employer shall be mailed to R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President, Compressco Partners GP, Inc., 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, with a copy to Linden Price, 2▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Either party may change their address for notice purposes by providing written notice thereof in accordance with the foregoing provisions.

Separation Payments and Conditions. (a) Employer and Employee hereby acknowledge, agree and confirm that the Employee’s employment with Employer shall be is terminated effective October 5July 31, 2012, unless sooner terminated by the Employee 2012 (which termination will occur upon written notice by the Employee or upon Employee’s acceptance of employment with any third party) or by Employer as herein provided (hereinafter the date of termination being referred to as the “Effective Termination Date”). In consideration for Employee’s promises and undertakings contained herein, and provided that Employee does not revoke the Age Discrimination in Employment Act (“ADEA”) release contained in Paragraph 3 below, Employer will, subject to the provisions of Paragraph 1(b) and Paragraph 5(b6(d) below, provide Employee the following separation benefits: : (i) Eight (8) days following the Employee’s execution and delivery of this Release, Employer will pay Employee the first of five (5) monthly payments in an amount equal to $100,000 per month, less legally required withholdings. Employer will continue pay the remaining four (4) monthly payments of $100,000 to be employed through Employee on or before the first day of each consecutive month thereafter, beginning on the first day of the month immediately following the month in which Employee receives his initial payment; (ii) On February 1, 2013, Employer will pay Employee an additional lump sum payment of $58,000, less legally required withholdings; (iii) Employee’s stock options granted by Employer prior to the Effective Termination Date and Employer will pay to Employee Employee’s base salary in the amount that have vested as of $6,942.31 paid bi-weekly, minus normal federal, state and local tax withholdings, during such continued employment period to be paid in accordance with Employer’s standard pay practices, (ii) Employee will continue to be eligible to participate in Employer’s group health and dental insurance benefit plans as an “inactive employee” until the Effective Termination Date, and (iii) Employee will continue to vest in all outstanding equity awards previously granted by TETRA Technologies, Inc. (“TETRA”) and Compressco Partners through the Effective Termination Date. In addition to the foregoing and conditioned upon the Employee’s (i) execution and delivery of the Release Agreement attached hereto as Exhibit A (the “Subsequent Release Agreement”) upon the Effective Termination Date and (ii) non-revocation of the release of ADEA claims contained in the Subsequent Release Agreement, and subject to the provisions of Paragraph 1(b) and Paragraph 5(b) below, (x) all of Employee’s vested options previously granted by TETRA will, as of the date that is eight (8) days following the Effective Termination DateEmployee’s execution and delivery of this Release, continue to be exercisable until the respective expiration dates of such options; (iv) Employee elects to receive continuation coverage for medical, prescription and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and Employer will, for a period of two and one-half up to eighteen (18) months after December 31, 2012, and (y) upon the date that is eight (8) days following the Effective Termination Date, all of Employee’s unvested Compressco Partners restricted unit awards as of the Effective Termination Date will become fully vested on that date. Employee acknowledges that he is not entitled to the separation benefits described in this Paragraph 1(a) except as a result of his execution of this Release, the Subsequent Release Agreement, as applicable, and his agreement to be bound by the terms and provisions contained herein and therein. (b) In the event Employee accepts employment with a third party prior to October 5, 2012, and Employee has not otherwise taken any action giving rise to Employer’s right to terminate Employee for “cause” (as herein defined), Employer will, subject to the Employee’s execution of the Subsequent Release Agreement upon the Effective Termination Date and non-revocation of the release of ADEA claims contained therein within seven (7) days thereafter, (i) pay Employee the remaining amount of Employee’s base salary through October 5, 2012, less legally required withholdings, in a lump sum payment within ten (10) days of the Effective Termination Date, and (ii) to the extent Employee is no longer eligible to participate in Employer’s group health and dental insurance benefit plans as an “inactive employee” after Employee has accepted such third-party employment, Employer shall comply with its COBRA obligations and upon written request of Employee, Employer shall waive or otherwise pay any contribution that would otherwise be required by from the Employee for such COBRA benefits, but in no event to exceed ninety (90) days after the Effective Termination Date. Employer agrees to provide written notice to its COBRA administrator within two (2) business days following the Effective Termination Datebenefits for Employee and his spouse and dependents if they are qualified beneficiaries under COBRA. If Employee’s continuing Employee accepts employment during this eighteen-month period (whether or not comparable coverage is terminated for cause prior to October 5made available in connection with said employment), 2012, Employee will no longer be entitled to receive any of the benefits provided in Paragraph 1(a) above. For the avoidance of doubt, upon any termination for cause (i) any vested options previously granted by TETRA shall remain exercisable only for the applicable period following such termination as set forth in the respective plan and clause (x) in Paragraph 1(a) above shall no longer be effective, and (ii) any unvested restricted unit awards previously granted by Compressco Partners shall be automatically forfeited upon such termination and clause (y) in Paragraph 1(a) above shall no longer be effective. In addition to the foregoing, if any time after the Effective Termination Date and prior to expiration of the extended exercise period provided in clause (x) in Paragraph 1(a) above, Employee revokes the release of the age discrimination claims contained in the Subsequent Release Agreement or breaches or violates any of the covenants and obligations contained in Paragraphs 4, 5 and 9 below, the extension of the exercise period for Employee’s vested TETRA options shall no longer be effective and such options shall remain exercisable only for the applicable period following the Effective Termination Date as set forth in the respective plan. For purposes herein, “cause” shall be deemed to occur if Employee shall breach, violate any of the covenants and obligations contained in Paragraphs 4, 5 and 9 set forth below. (c) Notices shall be mailed to Employee’s address as follows: The payments and other compensation in this Paragraph 1 shall be reported on a Form W-2 issued to Employee. Said payments will be paid by automatic deposit to Employee’s account on file with Employer. All notices to Employer shall not be mailed required to R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President, Compressco Partners GP, Inc., 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, with a copy to Linden Price, 2▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Either party may change their address for notice purposes by providing written notice thereof waive or otherwise pay any such contribution in accordance with the foregoing provisionspreceding sentence following the date Employee commences such employment and becomes eligible for medical, prescription and dental benefits. Employee has an affirmative obligation to inform Employer in writing if he becomes employed during this eighteen-month period, and if Employee fails to so notify Employer, Employee shall be required to promptly reimburse any contributions paid by Employer from and after the date Employee commences such employment; and (v) Employee will continue to have the opportunity to receive certain bonuses based on the satisfaction of applicable performance criteria, as more specifically set forth in Exhibit A. (vi) As a condition to the receipt of the separation benefits that are described above in this Paragraph 1, Employee must execute and return this Release to Employer within thirty (30) days following the date of his receipt of the Release. If the Release delivery and non-revocation period spans two taxable years, the severance benefits will always commence or be made in the second taxable year.