SEPARATION AGREEMENT AND COMPLETE RELEASE

A.

The Company has employed Employee, and Employee’s employment relationship with the Company will be terminated.

B.

Employee and the Company are entering into this Agreement to clarify and resolve any issues that may exist between them arising out of the employment relationship and its termination, and any continuing obligations of the parties to one another following the end of the employment relationship.

C.

This Agreement is not and should not be construed as an admission or statement by either party that it has acted wrongfully or unlawfully.  Both parties expressly deny any wrongful or unlawful action.

1.

Separation Date.

2.

The Company’s Obligations.

2.1

The Company shall pay Employee separation pay in the amount of $500,000 (“Separation Benefit”).  The amount of the Separation Benefit is based on Employee’s base salary of $500,000, annualized as of the date of this Agreement.  On March 1, 2014, the Company shall pay Employee an installment of $250,000.  Thereafter, the Company shall pay the remaining Separation Benefit in equal

installments  based on the Company’s regular pay cycle through August 31, 2014, which is expected to be 13 two-week payments.

2.2

The Company shall pay to Employee an incentive bonus as determined by the Company in accordance with its standard policies (“Bonus”) prorated for 2/3 of the year, being the number of days Employee was actively employed in 2013.  The Bonus shall be paid to Employee at the same time as the Company would otherwise pay incentive bonuses to active employees who receive annual incentive bonus payments, and the Bonus shall be paid by check to be sent to the Employee’s current home address that the Company has on file for Employee.

2.3

Employee acknowledges that that the only outstanding Company options that the Company has granted to Employee are as follows:

Grant Date

Number of Options

Strike Price

12/3/2009

Repriced 5/11/2012

21,853

$21.05

11/10/2011

13,812

$18.10

5/9/2012

71,500

$20.85

3/7/2013

38,835

$29.35

2.4

Employee acknowledges that the only outstanding award of Company restricted stock that the Company has granted to Employee is a March 7, 2013 grant of 5,324 restricted shares. These shares shall continue to be governed by the Restricted Stock Award  Agreement and 2011 Omnibus Incentive Plan, except that the award will continue to vest in accordance with the original vesting schedule under the agreement so long as Employee does not engaged in a Prohibited Activity (as that term is defined in the Restricted Stock Award Agreement).  Solely for this purpose under the agreement, Employee shall be deemed to remain an employee through August 31, 2014; thereafter, shall be deemed to be “retired”; and the Company shall be deemed to have waived any holding requirement for retirement to be effective.  

2.5

The Company shall compensate Employee $41,827 for any accrued, but unused, vacation days, payable within 30 days of the Separation Date. 

2.6

The effective date of this Agreement is the eighth day after Employee executes the Agreement, assuming Employee has not revoked the Agreement by that eighth day by Employee providing express written notice to the Company.  If the eighth day occurs after the Separation Date, any payment or right that arises for the benefit of Employee on March 1, 2014, shall be delayed by the number of days that the eighth day falls after the Separation Date.

2.7

A qualifying event under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) shall be deemed to have occurred on the Separation Date.  Employee shall receive continuation of medical, dental and vision benefits on the same terms as active senior executives (“Medical Continuation”) for 12 months following termination. For the period of time during which the Executive is entitled to Medical Continuation under this Section 2.7, the Executive shall pay the full cost of the benefits as determined under the then-current practices of the Company on a monthly basis, provided that the Company shall reimburse the Executive the amounts paid for the coverage.  The Company shall pay all reimbursements to the Executive as required under this Section 2.7 on a regular, periodic basis within 30 days after the reimbursable amounts are incurred by the Executive; provided that, prior to any reimbursement, the Company must possess the applicable and appropriate evidence of the reimbursable amount.  Any reimbursements provided during one taxable year of the Executive shall not affect the expenses eligible for reimbursement in any other taxable year of the Executive (with the exception of applicable lifetime maximums applicable to medical expenses or medical benefits described in Section 105(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and the right to reimbursement under this Section 2.5 shall not be subject to liquidation or exchange for another benefit or payment.  Following the Medical Continuation period, Executive shall be eligible to elect COBRA payable at Executive’s expense in accordance with the Company’s standard procedures.

2.9

Other benefits for which Employee was covered prior to the Separation Date (including pension, 401(k) and perquisite benefits) shall be discontinued as of the Separation Date in accordance with the eligibility requirements under the specific plan document for that benefit.   To the extent that existing life insurance policies that the Company provides to Employee permit Employee to covert the coverage

at Employee’s expense to Employee, nothing in this Agreement is intended to interfere with Employees rights and option to so covert.

2.10

The Company shall have no other responsibility or liability for any payment or benefits, whatsoever, except as expressly stated in this Agreement.  Employee expressly waives the right to receive any payments or benefits except as expressly stated in this Agreement.

2.11

Employee understands that the Company will deduct federal and state withholding taxes and other deductions the Company is required by law to make from payments (including cash and equity) to Employee or which Employee has authorized from any payments made pursuant to this Agreement.  The Company shall defer payment to Employee for six months of any amount that could be considered deferred compensation to which excess withholding taxes are applicable under Section 409A of the Code, as amended, including equity payments.

2.12

The Company acknowledges that it will reimburse Employee for lease and related utility payments for the remaining term of Employee’s Houston, Texas apartment and pay the reasonable costs to move Employee’s personal belongings in the apartment to Employee’s residence located at [Redacted].

2.13

At the Company’s cost, the Company will provide Employee with the use of an outplacement service for up to 12 months that the Company determines is appropriate.

3.

New Consideration.

4.

Complete Release.

5.

 IMPORANT NOTICE TO EMPLOYEES 40 YEARS OF AGE OR OLDER REGARDING RELEASE OF CLAIMS OF AGE DISCRIMINATION.

6.

Release of Unknown Claims.

7.

Employee Acknowledgements, Representations, Obligations and Agreements.

7.1

Employee agrees that the Company and its agents have made no representations regarding tax consequences of any amounts received pursuant to this Agreement and that Employee is not relying upon the Company’s agents in any way regarding the tax consequences of entering into this Agreement.  Employee shall be solely responsible for payment of all personal tax liability due on the Separation Benefit and prorated Bonus, including federal, state and local taxes, interest and penalties, if applicable, which are or may become due.

7.2

Employee represents that during the term of his employment with the Company, Employee has at all times conducted himself in a lawful manner and that Employee is unaware of any act or omission on Employee's part that may constitute a violation of any law.

7.3

Employee represents that he has not filed any charge, claim, demand, grievance or cause of action or any other proceeding (collectively, "Actions") with any government agency, court, or arbitrator against the Company, and that no Actions released or waived in this Agreement have been previously conveyed, assigned or transferred in any manner, whether in whole or in part, to any person, entity or other third party.

7.4

Employee agrees never to file a lawsuit asserting any claims that are released in Section 5 of this Agreement.  Nothing in this Agreement prevents Employee from filing a charge with the Equal Employment Opportunity Commission or the West

Virginia HRC, or from assisting or participating in any investigation by these agencies.  However, if Employee or anyone else on Employee’s behalf files a lawsuit asserting any of the released claims, Employee waives his right to receive any monetary award or reinstatement as an employee of the Company.  Employee agrees that this Agreement is a complete and total bar to his reemployment or to recovery of any money from the Company resulting from any lawsuit, charge or complaint raising any claims that are released in Section 4.  Employee is not waiving the right to test the knowing and voluntary nature of this Agreement in court.  Employee understands that under federal law any frivolous or legally unwarranted challenge to the validity of this Agreement may result in payment to the Company of its attorney’s fees and other legal costs incurred defending the validity of this Agreement.

7.5

Employee agrees to indemnify and hold the Company harmless from any and all damages, costs or liabilities (including reasonable attorneys’ fees and court costs) incurred as a result of any Actions that may hereafter be asserted against the Company because of an alleged assignment, lien or other transfer by Employee of an interest in a claim that this Agreement covers.

7.6

Employee agrees to cooperate with the Company to answer questions that may arise after the employment relationship ends.  To the extent Employee has pertinent information, Employee agrees to cooperate with any internal or external investigation, prosecution or defense of any Actions that arose or relate to events that occurred during Employee's employment with the Company.  Employee’s cooperation and services shall include taking phone calls to answer reasonable questions about Employee’s former duties, locating files and documents, making himself available for interview by the Company or its counsel, reviewing and identifying documents, testifying at depositions or trial, and notifying the Company reasonably promptly in writing if Employee is ever subpoenaed or otherwise requested to testify in any matter involving the Company.  Reasonable out-of-pocket expenses related to Employee’s assistance shall also be reimbursed by the Company, if the Company’s approval is obtained in advance.  The Company’s request for cooperation must reasonably accommodate Employee’s obligations to any new employers.  In addition, until August 31, 2014, Employee will provide consulting services to the Company regarding the Company’s information technology systems and U.S. operations as reasonably requested by the Company, which from time to time may require Employee to attend meetings at Company locations or telephone conferences, subject to the reimbursement of consulting expenses that are consistent with the Company’s internal expense reimbursement policies.

7.7

Employee expressly represents that Employee is competent and authorized to enter into this agreement and to release and waive any Actions Employee may have against the Company on any basis whatsoever.  

7.8

Employee acknowledges that he is a party to the Second Amended and Restated Employment Agreement with  MRC Global Inc. (formerly ▇▇▇▇▇▇▇▇ Red Man

Holding Corporation) dated as of December 5, 2011 (the “Employment Agreement”).  As of the Separation Date, Employee acknowledges that Employee shall not be entitled to any further payments or benefits under the Employment Agreement and that this Agreement shall govern any future payments.  Employee agrees to comply with Section 4 of the Employment Agreement (and any other provision of the Employment Agreement necessary to give effect to Section 4 of the Employment Agreement).  Employee understands that Section 4 of the Employment Agreement addresses confidentiality of Company information and no unauthorized disclosures, non-competition, non-solicitation of Company employees, non-interference with Company business relationships, protection of proprietary rights of the Company and certain other matters.

7.9

Employee agrees that he will not make any negative public or private statements, comments, or communication in any form, oral, written, or electronic, which in any way could constitute libel, slander, or disparagement of Company Releasees, or which may be considered to be derogatory or detrimental to the name or business reputation of Company Releasees.  Employee agrees that this provision is a material inducement to the Company entering into this Agreement. Additionally, Employee and the Company agree that a breach of this will cause harm to the Company for which monetary damages alone is an insufficient remedy.  The Company and its subsidiaries will advise their officers and directors not to make any such statements regarding Employee.

7.10

Employee agrees that if he violates Sections 7.8 or 7.9, Employee will pay to Company $500,000, which is consideration paid in Sections 2.1 and 2.2 in exchange for these promises.  Nothing in this Section 7.10 shall limit the right of the Company to pursue any additional damages or remedies available at law or in equity, including injunctive relief, for Employee’s violation of Sections 7.8 or 7.9. 

7.11

Employee hereby resigns, as of the Separation Date, any positions that Employee may hold as an officer or director of the Company and all of its subsidiaries and affiliates.  Employee agrees to sign such additional letters of resignation for those companies as the Company may request.

8.

Governing Law.

9.

Binding Effect.

10.

No Oral Changes.

11.

Severability.

12.

Return of Company Property.

13.

Employee’s Death.

14.

Interpretation & Construction.

1.

Entire Agreement.