RETIREMENT AND RESTRICTIVE COVENANT AGREEMENT

AND GENERAL RELEASE

This Retirement and Restrictive Covenant Agreement and General Release (“ Agreement ”) is entered into by and between Newpark Resources, Inc. (“ Company ”) and Bruce C. Smith (“ Participant ”) on July 2, 2019 with an effective date of July 15, 2019. All capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in that certain Newpark Resources, Inc. Amended and Restated Retirement Policy, approved and adopted April 6, 2015, amended as of February 19, 2019 (the “ Program ”).

WHEREAS, Company and Executive are parties to that certain Amended and Restated Employment Agreement dated July 1, 2017, as amended from time to time (the “Employment Agreement”), pursuant to which Participant also agreed to be bound by the terms and conditions of the post-employment restrictions in the Employment Agreement, including among other things, post-employment confidentiality, non-competition, employee non-solicitation and customer non-solicitation obligations (collectively, the “Restrictive Covenants”).

WHEREAS, Company maintains the Program whereby employees who satisfy the criteria for a Qualifying Retirement are eligible to receive certain retirement benefits, subject in all respects to the terms, covenants and conditions of the Program, which include execution of this Agreement and compliance with all terms of this Agreement, including the agreements, covenants, conditions and other terms set forth in Section 3 through Section 6 herein (“ Post-Retirement Obligations ”); and

WHEREAS, Participant intends to retire from his or her employment with the Company on the Retirement Date (as defined below) and desires to participate in the Program at such time pursuant to its terms and conditions and receive the Retirement Benefits (as defined below) under the Program.

AGREEMENT TERMS

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the Company and Participant, intending to be legally bound, hereby incorporate the recitals above herein and agree as follows:

1.      Definitions . The following terms shall have the stated meaning, whenever used in this Agreement:

1.1.      “ Company Group ” shall mean any Person (as defined below) in the group consisting of the Company (including successors and assigns) and the direct and indirect subsidiaries and affiliated Persons of the Company. As used herein, a Person is affiliated with another Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. The term “control” (including, with correlative meaning, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.2.      “ Company Group Business ” shall mean (a) any business activity involving or relating to (i) the manufacture and/or sale of drilling fluid systems or related products and services in the energy industry, or (ii) the manufacture, rental, and/or sale of composite mats, or (b) any other business activity in which the Company Group is engaged as of the Retirement Date (as defined below).

1.3.      “ Competing Business ” shall mean any Person that is engaged in or is planning to become engaged in business activities that are substantially similar and/or functionally equivalent to all or a portion of the Company Group Business; provided , however , that the term Competing Business shall not include

any Person that is exclusively engaged in business activities that compete solely with a portion of the Company Group Business in which Participant was not involved, or about which Participant did not learn Confidential Information, in each case, during Participant’s employment relationship with any member of the Company Group.

1.4.      “ Confidential Information ” means any materials or information (whether in written, printed, graphic, video, audio, electronically stored, disk or other format) which (a) is not generally known to the public or within the industry; (b) was acquired or learned by Participant as a result of and during Participant’s employment relationship with a member of the Company Group; and (c) relates to the business of the Company Group or its customers, including, by way of example, strategies, methods, books, records, and documents; recipes, technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers and those being solicited to be customers, investors, and business relations (such as contact name, service provided, pricing for that customer, type and amount of product used, credit and financial data, and/or other information relating to the Company Group’s relationship with that customer); pricing strategies and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; customer lists; research; financial and sales data; raw materials purchasing or trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company Group; bids or proposals submitted to any third party; technologies and methods; manufacturing processes and know-how; training methods and training processes; organizational structure; labor or employee relations or agreements; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information. Information need not qualify as a trade secret to be protected as Confidential Information under this Agreement, and the authorized and controlled disclosure of Confidential Information to authorized parties by the Company Group in the pursuit of its business will not cause the information to lose its protected status under this Agreement.

1.5.      “ Date of Notice ” means the date upon which the Participant provides the Company with proper notice of the Participant’s planned retirement date.

1.6.      “ Person ” means any individual, partnership, firm, corporation, institution, limited liability company or any other legal entity or other person.

1.7.      “ Restricted Area ” means any country, state or region, as applicable, of North America, Europe, Latin America, the Middle East, Africa and/or the Asian Pacific, in which any member of the Company Group performed Company Group Business or had active plans to perform Company Group Business, in each case, during Participant’s employment with any member the Company Group; provided that Participant was involved in, learned Confidential Information about or had access to Confidential Information related to, such Company Group Business or active plans to perform Company Group Business in country, state or region, as applicable.

1.8.      “ Retirement Date ” means July 15, 2019, the last date of Participant’s employment relationship with the Company.

1.9.      Interpretation of “Including/Or/Law .” Unless expressed otherwise in this Agreement, the term “including” means “including without limitation,” the use of the word “or” is not exclusive, and the term “law” includes any (a) law of any jurisdiction (federal, state, local or other jurisdiction), (b) statutory or common law or (c) applicable regulations or other legal obligations.

2.      Retirement Benefits . As a result of Participant’s Qualifying Retirement, and conditioned upon Participant’s execution and non-revocation of the release of claims outlined in Section 3 of this Agreement, and subject to the terms and conditions of the Program, and Participant’s continued compliance with the Program, the Company shall provide Participant with the consideration described in this Section 2 (collectively, the “ Retirement Benefits ”). Participant acknowledges and agrees that the Retirement Benefits are good, valuable and sufficient consideration to support the agreements contained herein.

2.1.      Lump Sum Payment . Company shall pay Participant a lump-sum payment of One Hundred Fifty Thousand Dollars ($150,000.00) on the Retirement Date.

2.2.      Annual Cash Incentive Plan . Pursuant to the Program and that certain Newpark Resources, Inc. 2010 Annual Cash Incentive Plan (the “ 2010 ACIP ”), Participant shall remain eligible to receive a prorated portion of the Award Payment (as defined in the 2010 ACIP) for the current Plan Year (as defined in the 2010 ACIP) (the “ Prorated Award Payment ”), subject in all respects to the terms and conditions of the 2010 ACIP which are incorporated herein by reference. The Prorated Award Payment, if earned, will be paid to Participant at the same time as all other Award Payments are made to other 2010 ACIP participants.  

2.3.      Annual Cash Incentive Plan Super-Over Achievement Award Payment . Pursuant to the Program and the 2010 ACIP, Participant shall remain eligible to receive the currently outstanding portion of the super-over achievement award payment from the 2017 plan year (“ Super-OA Award Payment ”) which equals $31,330, subject in all respects to the terms and conditions of the Program and the 2010 ACIP which are incorporated herein by reference. The Super-OA Award Payment will be paid to Participant at the same time as all other Award Payments are made to other 2010 ACIP participants.

2.4.      Time-Vested Stock Options . Pursuant to the Program and the award agreement issued under that certain Newpark Resources, Inc. Amended and Restated 2006 Equity Incentive Plan (the “ 2006 Equity Plan ”) and that certain Newpark Resources, Inc. Amended and Restated 2015 Employee Equity Incentive Plan (the “2015 Equity Plan ” and together with the 2006 Plan, as applicable, the “ Equity Plans ”), all unvested stock options that have been awarded to Participant prior to the Date of Notice (“ Options ”), shall continue to become exercisable after the Retirement Date pursuant to the original vesting schedule, subject in all respects to the terms and conditions of any applicable grant agreement and the Equity Plans (except for any continued employment requirement) and, in addition to the otherwise applicable post-termination exercise period, all Options held by Participant on the Retirement Date shall remain exercisable as follows: (a) Options issued prior to April 6, 2015, shall remain exercisable until the earlier of (i) two (2) years from the Retirement Date or (ii) the expiration date designated in the applicable option agreement; and (b) Options issued on or after April 6, 2015, shall remain exercisable until the expiration date designated in the applicable option agreement. For the avoidance of doubt, nothing in this Agreement shall be treated as permitting delivery of any Options to Participant prior to the date such Options would have been delivered pursuant to the terms of the applicable equity grant agreement or the Equity Plans if Participant had remained employed by the Company following the Retirement Date.

2.5.      Performance-Based Cash Awards . Pursuant to the Program and the award agreement issued under the Equity Plans, Participant shall remain eligible to receive a prorated cash payment for any performance-based cash awards awarded to Participant prior to the Date of Notice (the “ Prorated CA Payment ”) and subject in all respects to the terms and conditions of any equity award agreement and the Equity Plans (except any continued employment requirement). The Prorated CA Payment, if earned, will be paid to Participant at the same time as all other participants in the Equity Plans.

2.6.      Compliance with Post-Retirement Obligations . Strict compliance with and satisfaction of each of the Post-Retirement Obligations is a specific condition to Participant’s receipt of the Retirement

Benefits provided under this Agreement, with such compliance and satisfaction determined by the Company in its sole discretion. Violating any of the Post-Retirement Obligations at any time shall result in Participant’s (a) forfeiture of the right to receive payment of the Prorated Award Payment, if not yet paid; (b) forfeiture of the right to receive payment of the Super-OA Award Payment, if not yet paid; (c) termination of the extended exercise period for any Options that were vested as of the Retirement Date, which shall remain exercisable for the post-employment termination period provided in the applicable award agreement; (c) forfeiture of all unexercised Options that vested after the Retirement Date, which will become immediately unexercisable; and (d) forfeiture of the right to receive payment of the Prorated CA Payment. Participant understands that the applicable period for these Post-Retirement Obligations for purposes of the Retirement Benefits may exceed the time period attributed to the Restrictive Covenants.

2.7.      This Agreement is being executed pursuant to the Program, and includes and is subject to all provisions of the Program, which are incorporated herein by reference, and is subject to the terms and conditions of the 2010 ACIP and Equity Plans and any applicable award agreements issued thereunder.

3.      Release . Participant’s “ Release ” includes all of the terms of this Section 3 .

3.1.      Participant, on behalf of Participant, Participant’s heirs and assigns, irrevocably and unconditionally releases, waives, and forever discharges each member of the Company Group and each of their respective present and former affiliates, agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries and benefit plans, and any successors and assigns of the foregoing (collectively, the “ Releasees ”), from any and all claims, demands, actions, causes of action, costs, fees, and all liabilities whatsoever, whether known or unknown, fixed or contingent, which Participant has, had, or may have against Releasees relating to or arising out of Participant’s employment with the Company, or any other matter that arises through the date that this Agreement is signed by Participant (“ Released Claims ”). Participant understands that one condition of this Agreement is that Participant signs this Agreement on his or her Retirement Date and Participant agrees to do so; however, should Participant continue to work as an employee for any member of the Company Group for any reason after signing this Agreement, Participant agrees to fulfill this obligation and acknowledges that this condition can only be met by signing an additional release of all claims for all matters arising through the final day Participant works for any member of the Company Group without need for additional consideration beyond what this Agreement already provides.

3.2.      Participant understands that the Released Claims include, to the extent permitted by applicable law, claims at law or equity or sounding in contract (express or implied) or tort, claims (including claims for monetary damages) arising under any federal, state, or local laws, of any jurisdiction, that prohibit age, sex, race, national origin, color, disability, religion, veteran or any other form of discrimination, harassment, or retaliation (including the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, 42 U.S.C. § 1981, or the Rehabilitation Act), under the Family and Medical Leave Act, the Employee Retirement Income Security Act, any other claim under any law related to Participant’s employment with the Company, and any other matter arising between Participant and any member of the Company Group through the date that this Agreement is signed by Participant.

3.3.      The Released Claims also include any claims against any member of the Company Group relating to any alleged entitlement to any form of compensation or benefit, including payment of personal time off, annual or periodic incentives, bonuses, restricted stock awards, restricted stock units, stock options and any other financial recovery against any Releasees. Further, the terms and provisions of this Agreement shall, to the extent permitted by applicable law, extend and apply to all unknown, unsuspected or unanticipated injuries or damages.

3.4.      Nothing in this Agreement shall be construed as an attempt to waive any right or claim which: is not waivable as a matter of law, involves the Retirement Benefits provided under this Agreement, arises after the date this Agreement is executed by Participant, involves Participant’s legal indemnification rights (if any exist) for acts or omissions covered by such rights, involves unemployment compensation benefits if Participant is otherwise qualified for such benefits under applicable law, or involves any pending workers’ compensation claim (however Participant represents and acknowledges that he or she has no unfiled workers’ compensation claim or unreported injury).

3.5.      Release of Age Discrimination Claims . Participant acknowledges the following:

3.5.1.      This Agreement is written in a manner calculated to be understood by Participant, and Participant in fact understands the terms, conditions and effect of this Agreement.

3.5.2.      This Agreement refers to rights or claims arising under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act.

3.5.3.      Participant does not waive rights or claims that may arise after the date this Agreement is executed by Participant.

3.5.4.      Participant is waiving rights or claims in exchange for consideration which is in addition to anything of value to which Participant is already entitled.

3.5.5.      Participant is advised to consult with an attorney prior to executing the Agreement.

3.5.6.      Participant has forty-five (45) days in which to consider this Agreement before accepting it, but need not take that long if Participant does not wish to. Participant acknowledges that any decision to sign this Agreement before the forty-five (45) days have expired was done so voluntarily, and not because of any fraud or coercion or improper conduct by the Company Group. However, Participant agrees not to sign this Agreement before his Retirement Date.

3.5.7.      Participant is given a period of seven (7) calendar days following the date Participant signs the Agreement to elect to revoke this Agreement (“ Revocation Period ”). If revoked, (a) this Agreement will be revoked in full and void ab initio, as if it had never been entered into; (b) Participant will forfeit any right to receive payment of the Prorated Award Payment and Super-OA Award Payment, if not yet paid; (c) the extended exercise period for any Options that were vested as of the Retirement Date will be terminated and any such vested Options shall remain exercisable for the post-employment termination period provided in the applicable award agreement; (d) Participant will forfeit any unexercised Options that vested after the Retirement Date, and such unexercised Options will become immediately unexercisable; and (e) Participant will forfeit the right to receive payment of the Prorated CA Payment.

3.5.8.      Participant fully understands all of the terms of this Agreement and knowingly and voluntarily enters into this Agreement.

3.5.9.      Participant agrees that he has been provided sufficient time to review this Agreement with his legal counsel and any notice of acceptance or revocation should be made by Participant as specified in Section 6.2 (“Notices” Section) below.

3.6.      Protected Agency Disclosures/Participation . Participant understands and agrees that nothing in this Agreement shall be construed to prohibit Participant from making disclosures to, filing a charge or complaint with, or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission (“ EEOC ”), the Securities and Exchange Commission (“ SEC ”) or any other federal,

state or local governmental agency or commission. This Agreement does not impose any condition precedent (such as prior notice to the Company Group), any penalty, or any other restriction or limitation adversely affecting Participant’s rights regarding any governmental agency disclosure, report, claim or investigation. Further, Participant may disclose his or her wages, hours, or other terms and conditions of employment in the exercise of any rights provided by the National Labor Relations Act. Notwithstanding the foregoing, Participant agrees to waive Participant’s right to recover monetary damages or other personal relief in any charge, complaint, or lawsuit that Participant has filed or might file or which might be filed on Participant’s behalf. The Company and Participant further understand and agree that nothing in this Agreement limits Participant’s right to receive an award for information provided to the SEC or under any of its programs.

3.7.      No Waiver . Participant understands and agrees that this Agreement shall not in any way be construed as an admission by any of the Releasees or by Participant of any unlawful or wrongful acts whatsoever against the other, or any other Person, and Participant specifically disclaims any liability to or wrongful acts against any of the Releasees, or any other Person, including those relating to or involving, directly or indirectly, Participant’s employment by the Company Group.

3.8.      Final Paycheck . Participant acknowledges and agrees that, following the Retirement Date and within the time period required by law, the Company shall pay Participant a final paycheck (“ Final Paycheck ”), which will include Participant’s regular salary or hourly wages and all overtime or other compensation of any kind owed for all time worked through and including the Retirement Date. Accrued, unused vacation or paid time off will be paid in the Final Paycheck if provided for under the applicable vacation or paid time off policy in place at the time of the Retirement Date. If paid hourly, Participant represents that Participant has reported all hours worked and that Participant has been paid for all hours worked, including all overtime, or any other compensation due and owing to Participant, once this Final Paycheck is paid.

3.9.      Expense Reimbursement . Participant agrees that within ten (10) business days after the Retirement Date, Participant will submit in a form consistent with Company policies Participant’s final documented expense reimbursement statement reflecting all business expenses Participant has incurred as an employee of the Company, but that have not yet been reimbursed, through the Retirement Date, if any. The Company will reimburse Participant for these expenses pursuant to its usual business practices. Participant acknowledges and agrees that if Participant fails to timely submit an expenses reimbursement statement, as outlined in this Section 3.9 , Participant forfeits his or her right, if any, to reimbursement for such business expenses.

Participant acknowledges that Participant has read this Section 4 carefully.

4.      Additional Representations and Agreements Regarding Post-Retirement Obligations .

4.1.      Participant agrees that his obligations stated in this Agreement, including each of the Post-Retirement Obligations, are in addition to any obligations under applicable law or any agreement in effect before or after the Retirement Date, including the Restrictive Covenants and any other pre-existing severance, non-compete, non-solicitation, confidentiality or release of liability obligations or agreements for the benefit of any member of the Company Group to which Participant may be a party (collectively, “ Other Obligations ”), and Participant hereby expressly ratifies such Other Obligations as reasonable, necessary and enforceable and, as a condition to receiving the Retirement Benefits, Participant agrees to continue to comply with and perform such Other Obligations for the applicable duration of each such obligation.

4.2.      Participant acknowledges that money damages would not be sufficient remedy for any breach of this Agreement by Participant, including breach of any of the Post-Retirement Obligations, and the Company Group shall be entitled to enforce such provisions by specific performance and injunctive or other

equitable relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for such breach, but shall be in addition to all remedies available at law or in equity to the Company Group, including the recovery of damages from Participant and Participant’s agents involved in such breach, all remedies related to the Retirement Benefits covered by the “Compliance with Post-Retirement Obligations” Section of this Agreement, and all remedies available to the Company Group pursuant to other agreements with Participant or under any applicable law.

4.3.      It is expressly understood and agreed that the Company Group and Participant consider each of the restrictions and obligations contained or referenced in this Agreement to be reasonable and necessary to protect the business of the Company Group. Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by such court, to be fully enforced.

4.4.      Protected Disclosures . Notwithstanding the obligations stated in this Agreement, neither this Agreement nor any other agreement or policy of the Company Group shall prohibit Participant from making the following protected statements or disclosures: (a) disclosures of trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by a plaintiff to his or her attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) other actions protected as whistleblower activity under applicable law, or (e) as stated above in Section 3.6 (“Protected Agency Disclosures/ Participation” Section). Participant is not required to notify the Company Group of these allowed reports or disclosures.

Participant acknowledges that Participant has read this Section 5 carefully.

5.      Miscellaneous . This Agreement shall be subject to the following additional terms and conditions:

5.1.      Severability . Should a court declare or determine that any provision of this Agreement is unmodifiable and illegal or invalid, the validity of the remaining parts, terms or provisions of this Agreement will not be affected and any illegal or invalid part, term, or provision, will not be deemed to be a part of this Agreement.

5.2.      Notices . The Company Group and Participant may deliver any notice required by the terms of this Agreement in writing or by electronic means. Any such notice shall be deemed effective upon personal delivery, receipt (including with respect to electronic communications), or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. The notice shall be addressed to Vice President of Human Resources, Newpark Resources, Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381, Attention: Legal Department, and to Participant at the address that he or she most recently provided to the Company.

5.3.      Entire Agreement . Participant represents and acknowledges that in executing this Agreement, Participant did not rely, and has not relied, on any oral or written representations, agreements, or communications by any of the Releasees, except as expressly contained in this Agreement. This Agreement, the Other Obligations, the Program and any applicable equity award or plan documents constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied)

which relate to the subject matter hereof; provided, however, that this Agreement does not replace or supersede or modify any existing obligation, including any Other Obligation, under applicable law or agreement regarding confidentiality, fiduciary duties, non-competition or non-solicitation. Further, the provisions of the Program and any applicable equity award and/or plan documents shall continue to apply, and further provided that in case of inconsistencies or ambiguities, the provisions of the Program shall prevail over the provisions of this Agreement.

5.4.      Exclusive Dispute Resolution Procedure . In the event either party contends the other has not complied with any provision of this Agreement (except Section 5 of this Agreement, which is specifically excluded from this pre-arbitration dispute resolution procedure), or asserts any claims under ERISA, prior to seeking arbitration as provided for below, the party claiming a violation of this Agreement, shall advise the other party, in writing, of the specifics of the claim, including the specific provision alleged to have been violated, as well as provide the other party with any supporting documentation the party desires to produce at that time. If the Company is disputing amounts that Participant contends are due to him or her, the Company shall provide a complete statement of the amount it is disputing, the reason it is disputing it, and supporting documentation upon request by Participant. The parties will thereafter meet and attempt to resolve their differences in a period not to exceed thirty (30) days, unless the parties agree in writing to mutually extend the time for one additional thirty (30) day period. Following such attempts to resolve any such dispute, either party may require arbitration of the other. In order to do so, the request must be timely made, in writing, and delivered to the other party (Participant or the Vice President of Human Resources) in the manner outlined in Section 6.2 (“Notices” Section) within thirty (30) days following the end of the resolution period (or any valid extension thereof) referenced herein above. The parties hereto agree that any controversy or claim arising out of or relating to this Agreement, or any dispute arising out of the interpretation or application of this Agreement, which the parties hereto are unable to resolve as provided for above, shall be finally resolved and settled exclusively by arbitration in the city where the headquarters for the Company are then located or such other location as the parties may agree, by a single arbitrator in accordance with the substantive laws of the State of Texas to the extent not preempted by ERISA, which shall govern all applicable benefits issues, in keeping with the above required procedure. If the parties cannot agree upon an arbitrator, then each party shall choose its own independent representative, and those independent representatives shall choose the single arbitrator within thirty (30) days of the date of the selection of the first independent representative. The legal expenses of each party shall be borne by him/her/it respectively. However, the cost and expenses of the arbitrator in any such action shall be borne equally by the parties. The arbitrator’s decision, judgment and award shall be final, binding and conclusive upon the parties and may be entered in the highest court, state or federal, having jurisdiction. The arbitrator to which any such dispute shall be submitted in accordance with the provisions of this Section 6.4 shall only have jurisdiction and authority to interpret, apply or determine compliance with the provisions of this Agreement, but shall not have jurisdiction or authority to add to, subtract from, or alter in any way the provisions of this Agreement. Notwithstanding anything to the contrary in this Section 6.4 , either party may commence in a court of competent jurisdiction any action to obtain injunctive relief.

5.5.      Governing Law/Venue . This Agreement and the Program shall be governed by, and construed in accordance with, the laws of the State of Texas, United States of America. The venue for any and all disputes arising out of or in connection with this Agreement shall be Harris County, Texas, United States of America, and the courts sitting exclusively in Harris County, Texas, United States of America shall have exclusive jurisdiction to adjudicate such disputes, except as provided in Section 6.4 .

5.6.      No Waiver. No failure by either Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall (a) be deemed a

waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (b) preclude insistence upon strict compliance in the future.

5.7.      Administration . Any determination by Company and its counsel in connection with any question or issue arising under this Agreement shall be conclusive and binding on Participant and all other persons having an interest hereunder.

5.8.      Alienation of Interest Forbidden . The interest of Participant under this Agreement or the benefits conveyed to Participant herein, may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits to Participant hereunder be liable for or subject to the debts, contracts, liabilities, engagements or torts of Participant, nor shall they be an asset in bankruptcy or subject to garnishment, attachment or other legal or equitable proceedings.

5.9.      Successors and Assigns . The Company’s obligations under this Agreement shall be binding upon the Company and its successors and assigns. The obligations of Participant under the Release are binding upon Participant, Participant’s executors, administrators, heirs, successors, representatives and assignees. The rights and other obligations of Participant under this Agreement are personal in nature and may not be assigned. The benefits of Participant’s obligations under this Agreement shall inure to the benefit of every member of the Company Group and their respective successors and assigns, and Participant consents to the assignment of this Agreement by the Company, or by any member of the Company Group, as may be applicable.

5.10.      Code Section 409A . This Agreement is intended to comply with the provisions of Section 409A of the United States Internal Revenue Code and the rules and regulations promulgated thereunder (collectively, “ Code Section 409A ”), and this Agreement and the Program shall, to the extent practicable, be construed in accordance therewith. To the extent there is any ambiguity in this Agreement as to its compliance with Code Section 409A, this Agreement shall be read to conform with the requirements of Code Section 409A, and the Company may, in its sole discretion, amend or replace this Agreement to cause this Agreement to comply with Code Section 409A. Neither the Company nor Participant shall have the right to accelerate or defer the delivery of any consideration provided under this Agreement except to the extent specifically permitted or required by Code Section 409A. Terms defined in this Agreement and the Program shall have the meanings given such terms under Code Section 409A if and to the extent required to comply with Code Section 409A. In any event, the Company makes no representations or warranty and shall have no liability to Participant or any other person if any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A but not to satisfy the conditions of that section. In the event a payment under this Agreement is made within six (6) months following the date of Participant’s separation from service (within the meaning of Code Section 409A), the following additional payment timing rule shall apply: (i) if Participant is determined by the Company to be a “specified employee” (within the meaning of Code Section 409A, determined using the identification methodology selected by the Company from time to time), and (ii) the Company shall make a good faith determination that an amount payable to Participant hereunder constitutes deferred compensation (within the meaning of Code Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then nothing in this Agreement shall require the Company to pay or authorize payment of such amount on the otherwise scheduled payment date pursuant to this Agreement but the Company shall instead pay it or authorize payment without interest, on the first business day after such six-month period, or if earlier, upon the Participant’s death.

5.11.      Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

5.12.      Titles and Headings . Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

[signature page to follow]

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement effective as of the Retirement Date.

            

NEWPARK RESOURCES, INC., by its signature below, agrees to the provisions relating to Retirement Benefits as set forth in Section 2 of this Agreement, pursuant and subject to all of the terms and conditions of this Agreement.

                            

        

                     

                

                

[Signature Page to Retirement and Restrictive Covenant Agreement and General Release]

NOW, THEREFORE, the parties hereby agree as follows:

within 15 days of the end of each month to the Chief Executive Officer. Company shall pay Consultant the amounts due pursuant to properly submitted reports within 30 days after the report is received by Company.

tribunal declare the foregoing covenants or agreements to be unreasonable or void for any reason, the duration and/or geographic scope of the covenant not to compete shall be modified to such duration and geographic scope as to not be unreasonable, arbitrary or against public policy, and to be the maximum restrictions allowed under law.

[ Signature page to follow ]

[SIGNATURE PAGE TO CONSULTING AGREEMENT WITH BRUCE C. SMITH]

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

Company subject to the direction and coordination of Newpark Drilling Fluids LLC - Houston, Texas

EXHIBIT 10.4

July 2, 2019

                                            

Dear Mr. Paterson:

This letter, when countersigned, will serve as the agreement (“Letter Agreement”) between David Paterson (“Mr. Paterson”) and Newpark Resources, Inc. (“Newpark”) with respect to the matters herein described.

If the agreement meets with your approval, please sign below and return to me.

July 2, 2019

Dear Mr. Paterson,

Newpark Resources, Inc., a Delaware corporation ( “Newpark” or the “Company” ), considers you a valuable executive within the Newpark Group (as defined below), and the Board of Directors of the Company (the “Board” ) has authorized certain actions to reinforce and encourage your attention and dedication to your duties without distraction if Newpark should become the target of a hostile takeover attempt or enter into negotiations that could lead to a change in control of Newpark .

This letter (the “Agreement” ) dated July 2, 2019 and effective July 15, 2019 sets forth the understanding between you and Newpark concerning the continuation of your appointment as Vice President and President Fluids Systems of Newpark in connection with a “ Change in Control ” or “ Potential Change in Control ” and the “ Termination Benefit ” you will receive if your employment with Newpark or any member of the Newpark Group is “Terminated” by Newpark or any member of the Newpark Group without “ Cause ” or by you for “ Good Reason ” during an “ Employment Period ,” as those terms are defined in Annex A attached to this letter.

This Agreement is entered into with the understanding between you and Newpark that you will have knowledge or otherwise be notified of a Change in Control or Potential Change in Control , or the Termination thereof, at the time it occurs.

1.      Definitions . Capitalized terms used in this Agreement are defined in Annex A attached hereto and hereby incorporated into this Agreement by reference and in Section 14 hereof.

2.      Consideration; Termination During Employment Period .

2.1      Subject to the terms and conditions of this Agreement , you agree that you will not resign from Newpark or any member of the Newpark Group during an Employment Period except for Good Reason .

2.2      Newpark shall pay you the Termination Benefit if (1) your employment with Newpark or any member of the Newpark Group is Terminated by your resignation for Good Reason or (2) your employment with Newpark Group is Terminated by Newpark Group (i) not for Cause , (ii) by the independent exercise of Newpark Group’s unilateral authority, (iii) not due to your implicit or explicit request, (iv) when you are both willing and able to continue the performance of your duties (and, without limiting the foregoing, therefore not by reason of your death or your failure to return to the full-time performance of your duties after the end of a Disability Period ), and (v) such Termination otherwise

constitutes an "involuntary separation from service" within the meaning of Section 409A of the Code and the regulations thereunder.

2.3      If your employment is Terminated by Newpark or any member of the Newpark Group during an Employment Period for Cause , Newpark shall give you written notice of Termination specifying the facts and circumstances constituting such Cause .

3.      Compensation Upon Termination or During Disability .

3.1      During any Disability Period occurring during an Employment Period , you shall continue to receive your full base salary at the rate then in effect and on the dates and at the intervals as your base salary would be payable under Newpark Group’s payroll practices at that time, unless and until your employment is Terminated .

3.2      If your employment is Terminated by Newpark or any member of the Newpark Group for Cause , Newpark shall pay you your full base salary at the rate then in effect through the date of Termination , together with any severance pay, vacation pay and sick leave pay to which you are entitled in accordance with Newpark policy. Unless otherwise required under Paragraph 9, all of the amounts to which you are entitled under this Paragraph 3.2 shall be paid in a single lump sum payment made to you on or before the thirtieth day following the date of Termination . Neither this provision nor any payment made by Newpark in accordance herewith shall constitute waiver of Newpark’s right to recover from you any damages caused by your conduct which constituted Cause for such Termination and any similar conduct.

3.3      If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, you shall receive, in addition to the Termination Benefit , your full base salary at the rate then in effect through the date of Termination , plus a pro-rated annual bonus through the date of Termination . The Termination Benefit shall be in lieu of any severance pay, vacation pay and sick leave pay to which you would otherwise be entitled in accordance with Newpark policy and any other Newpark Group policy. Unless otherwise required under Paragraph 9, all of the amounts to which you are entitled under this Paragraph 3.3 shall be paid in a single lump sum payment made to you on or before the thirtieth day following the date of Termination .

3.4      If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, all unexpired unexercised stock options ( “Options” ), if any, granted to you prior to a Change in Control under any stock option plan of Newpark or otherwise, shall become exercisable in full on the day preceding the date of Termination , whether or not they would have been fully exercisable but for this provision, and shall remain exercisable during their original exercise period or for a period of three (3) years from the date of Termination whichever is the shorter, whether or not they would remain exercisable for such period but for this provision.

3.5      If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, all unvested shares of restricted stock and all deferred compensation amounts, including restricted stock or deferred compensation subject to vesting based on time or achieving performance criteria, if any, granted or awarded to you prior to a Change in Control under any stock plan or deferred compensation plan of Newpark or otherwise, shall become vested in full on the day preceding the date of Termination and all restrictions thereon shall lapse, whether or not they would have been vested in full but for this provision. Newpark shall promptly deliver all such shares to you, and all such deferred compensation shall be paid to you in a lump sum on the date of Termination .

3.6      If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, Newpark shall continue to provide you and your eligible family members, based on the cost sharing arrangement between you and Newpark on the date of Termination , with life insurance, medical and dental health benefits and Disability coverage and benefits at least equal to those which would have been provided to you if your employment had not Terminated for a period of 12 months. Notwithstanding the foregoing, if you become re-employed and are eligible to receive life insurance, medical and dental health benefits and Disability coverage and benefits under another employer’s plans, Newpark ’s obligations under this paragraph shall be reduced to the extent of any such coverage and benefits. You agree to promptly report any such coverage and benefits to Newpark . If you are ineligible under the terms of Newpark ’s benefit plans or programs to continue to be so covered, Newpark shall provide you with substantially equivalent coverage through other sources or will reimburse you for the cost of obtaining such coverage and benefits.

3.7      If you become entitled to the Termination Benefit in accordance with Paragraph 2.2, Newpark shall provide you with outplacement services, payable by Newpark , with an aggregate cost not to exceed $20,000 USD with an executive outplacement service firm reasonably acceptable to you and Newpark .

3.8      Except as provided in Paragraph 3.6, you shall not be required to mitigate the amount of any Termination Benefit by seeking other employment or otherwise, nor shall the amount of any Termination Benefit be reduced by any compensation earned by you as the result of employment by another employer, or otherwise.

3.9      Except as expressly provided otherwise herein, none of the provisions of this Agreement is intended to curtail or limit in any way any contractual rights which you may have under any plan in which you are eligible to participate or under any agreement binding on Newpark to which you are a party, and all such contractual rights shall survive the execution of this Agreement and any Change in Control . The Termination Benefit shall not be considered compensation for any benefit calculation or other purpose under any retirement plan or other benefit plan maintained by Newpark .

4.      Successors; Binding Agreement . This Agreement shall be binding on and inure to the benefit of Newpark and any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Newpark . This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

5.      Termination of Agreement . For Officers with Employment Agreements, this contract may only be Terminated in accordance with the provisions of that agreement. For other employees, Newpark may Terminate this Agreement effective at any time, by notice to you, if no Change in Control has occurred prior to the giving of such notice, and no Potential Change in Control then exists. Once Terminated , this Agreement shall have no further force or effect.

6.      Notices . All notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement , or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. Notices to Newpark shall be directed to the attention of the Secretary of Newpark .

7.      Amendments; Waivers . No provision or term of this Agreement may be supplemented, amended, modified, waived or Terminated except in a writing duly executed by all parties intended to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Failure of a party to insist on strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms and conditions.

8.      Coordination of Benefits . In the event that the Employee is entitled to benefits following Termination under any Employment Agreement with Newpark or any member of the Newpark Group , the Employee shall have the right to elect whether to receive such benefits under this Agreement or any Employment Agreement, but not both.

9.      Section 409A .

9.1      If Executive is a “key employee,” as defined in Section 416(i) of the Code (without regard to paragraph 5 thereof), except to the extent permitted under Section 409A of the Code , no benefit or payment that is subject to Section 409A of the Code (after taking into account all applicable exceptions to Section 409A of the Code , including but not limited to the exceptions for short-term deferrals and for “separation pay only upon an involuntary separation from service”) shall be made under this Agreement on account of the Executive’s “separation from service,” as defined in Section 409A of the Code , with the Company until the later of the date prescribed for payment in this Agreement and the first day of the seventh calendar month that begins after the date of the Executive’s separation from service (or, if earlier, the date of death of the Executive ).

9.2      For purposes of Section 409A of the Code (including, but not limited to, to application of the exceptions for short-term deferrals and for “separation pay only upon an involuntary separation from service”), each payment provided for under this Agreement is hereby designated as a separate payment, rather than a part of a larger single payment or one of a series of payments.

9.3      Any amount that Executive is entitled to be reimbursed under this Agreement will be reimbursed to Executive as promptly as practicable and in any event not later than the last day of the calendar year after the calendar year in which the expenses to be reimbursed are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. In addition, any such reimbursement payments described in this Section shall not be subject to liquidation or exchange for any other payment or benefit.

9.4      In the event that Executive is required to execute a release to receive any payments from the Company that constitute nonqualified deferred compensation under Section 409A of the Code, payment of such amounts shall not commence until the sixtieth (60 ^th ) day following Executive’s separation from service with the Company. Any installment payments suspended during such sixty (60) day period shall be paid as a single lump sum payment on the first payroll date following the end of such suspension period.

10.      No Guarantee of Tax Treatment . The Company makes no representation or warranty, and undertakes no covenant, regarding any federal, state or local tax treatment of amounts or matters subject to this Agreement or any federal, state or local tax treatment applicable to or inapplicable to Executive .

11.      Entire Agreement . This Agreement , including Annex A , constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all previous agreements, whether

written or oral, relating to the same subject matter. All such previous agreements between the parties hereto are hereby Terminated and shall have no further force or effect.

12.      Attorneys’ Fees . In any litigation relating to this Agreement , including litigation with respect to any instrument, document or agreement made under or in connection with this Agreement , the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees.

13.      Choice of Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware.

Your rights hereunder shall terminate if the Change in Control Agreement amended hereby is terminated in accordance with the provisions of such Change in Control Agreement.

If this letter correctly sets forth our understanding on the subject matter hereof, kindly sign and return to Newpark the enclosed copy of this letter, which will then constitute our Agreement on this subject.

ANNEX A TO LETTER AGREEMENT

DATED JULY 2, 2019

The following terms used herein and in the letter agreement (the “Agreement” ) dated July 2, 2019 and effective July 15, 2019, between Newpark Resources, Inc., and David Paterson ( “Executive” ) shall have the following meanings:

“Cause” , when used with reference to Termination of the employment of Executive by Newpark or any member of the Newpark Group for “Cause” , shall mean:

a) Executive’s conviction by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for an act on the Executive’s part constituting a felony dishonesty, willful misconduct or material neglect by Executive of his obligations under this Agreement that results in material injury to the Company ;

b) appropriation (or an overt act attempting appropriation) of a material business opportunity of the Company or any member of the Newpark Group;

c) theft, embezzlement or other similar misappropriation of funds or property of the Company or any member of the Newpark Group by Executive ;

d) the failure of Executive to follow the reasonable and lawful written instructions or policy of Newpark or any member of the Newpark Group with respect to the services to be rendered and the manner of rendering such services by Executive, provided Executive has been given reasonable and specific written notice of such failure and opportunity to cure and no cure has been effected or initiated within a reasonable time, but not less than 90 days, after such notice

A “Change of Control” shall be deemed to occur if: (i) a “Takeover Transaction” (as defined below) occurs; or (ii) any election of directors of Newpark takes place (whether by the directors then in office or by the stockholders at a meeting or by written consent) and a majority of the directors in the office following such election are individuals who were not nominated by a vote of two-thirds of the members of the Board of Directors or its nominating committee immediately preceding such election; or (iii) Newpark effectuates a complete liquidation or a sale or disposition of all or substantially all of its assets unless immediately following any such sale or disposition of all or substantially all of its assets the individuals who were members of the Board of Directors of Newpark immediately prior to such transaction continue to constitute a majority of the Board of Directors or other governing body of the surviving corporation or entity (or, in the case of an acquisition involving a holding company, constitute a majority of the Board of Directors or other governing body of the holding company) for a period of not less than twelve (12) months following the closing of such transaction. A “Takeover Transaction” shall mean (i) a merger or consolidation of Newpark with, or an acquisition by Newpark of the equity interests or all or substantially all of the assets of, any other corporation or entity, other than a merger, consolidation or acquisition in which the individuals who were members of the Board of Directors of Newpark immediately prior to such transaction continue to constitute a majority of the Board of Directors or other governing body of the surviving corporation or entity (or, in the case of an acquisition involving a holding company, constitute a majority of the Board of Directors or other governing body of the holding company) for a period of not less than twelve (12) months following the closing of such transaction, or (ii) one or more occurrences or events as a result of which any individual, entity or group (as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act ) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act ), directly or

indirectly, of thirty percent (30%) or more of the combined voting power of Newpark ’s then outstanding securities.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Disability” shall mean Executive’s full-time absence from his duties with Newpark Group , as a result of incapacity due to physical or mental illness.

“Disability Period” shall mean a leave of absence for Disability for a period of not more than six (6) months commencing on the first day of a Disability occurring during the Employment Period .

“Employment Period” shall mean a period (a) commencing when a Potential Change in Control occurs or, if no Potential Change in Control has occurred with respect to a Change in Control , when such Change in Control occurs, and (b) ending two years after such Change in Control occurred. If the event or agreement that gives rise to a Potential Change in Control Terminates or is Terminated without the Change in Control contemplated thereby having occurred, the Employment Period shall Terminate upon Termination of such event or agreement; however, a new Employment Period shall commence under the same conditions upon any subsequent Potential Change in Control or Change in Control .

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Good Reason” shall mean any one or more of the following occurring (i) during the Employment Period , (ii) without Executive’s express written consent, (iii) for the first time within 45 days prior to the Executive’s written notice to the Company objecting to the condition or occurrence and remaining uncured by the Company for at least 30 days after such notice, and (iv) within 90 days prior to Executive’s resignation as a result thereof:

a. the Company adversely changes Executive’s title or changes in any material respect the responsibilities, authority or status of Executive the substantial or material failure of the Company to comply with its obligations under this Agreement or any other agreement that may be in effect that is not remedied within a reasonable time after specific written notice thereof by Executive to the Company ;

b. the diminution of the Executive’s salary, incentive and or a material diminution of the Executive’s benefits Newpark ’s requiring Executive to be based anywhere outside a 50 mile radius from the Newpark office at which Executive had been based prior to the Change in Control or Potential Change in Control , or a 50 mile radius from his present residence, whichever is farther, except for required travel on Newpark ’s business to an extent substantially consistent with Executive’s present business travel obligations; or

c. the failure of the Company to obtain the assumption of this Agreement or other existing employment agreement by any successor or assignee of the Company .

“Newpark Group” shall mean Newpark Resources, Inc., and its consolidated subsidiaries and any successor to its business and/or assets which assumes or becomes subject to this Agreement by operation of law or otherwise.

A “ Potential Change in Control ” shall be deemed to have occurred on the date that (a) Newpark first has actual knowledge that any person (as such term is used in Sections 13(d) and

14(d)(2) of the Exchange Act ) has become the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act ), directly or indirectly, or has initiated an offer which has not expired and which, if accepted by holders of a sufficient number of Newpark ’s then outstanding securities, would result in such person’s becoming the beneficial owner, directly or indirectly, of securities of Newpark representing thirty percent (30%) or more of the combined voting power of Newpark ’s then outstanding securities, or (b) Newpark enters into an agreement (including a letter of intent) the consummation of which would result in a Change in Control .

“ Start Date ” shall mean the first day of an Employment Period .

“Terminate” and “Termination” and all variants of the foregoing shall mean and refer to the termination of Executive’s employment with the Company or any member of the Newpark Group , other than by reason of death, that constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulations thereunder.

“ Termination Benefit ” shall mean the amount determined in accordance with subsection (a) below. If Executive is entitled to a Termination Benefit , it shall be paid to Executive no later than the 60th day following the date on which his employment Terminates . The Termination Benefit shall be an amount equal to (i) 2 times Executive’s annual base salary for the fiscal year of Newpark immediately preceding the fiscal year in which the Start Date occurs plus (ii) 2 times the higher of: a) the highest bonus actually received by the Executive under the 2010 Annual Cash Incentive Plan (or its predecessor plan) of Newpark in the two years immediately preceding the fiscal year of Newpark in which the Start Date occurs; or b) the “ Target Award Opportunity ” to which Executive would be entitled under the 2010 Annual Cash Incentive Plan of Newpark for the fiscal year of Newpark immediately preceding the fiscal year in which the Start Date occurs.

CONFIDENTIALITY AND NON-COMPETITION AGREEMENT

THIS CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (“ Agreement ”) dated July 2, 2019 and effective July 15, 2019 (the “ Effective Date ”) is entered into by Newpark Resources, Inc.  (the “ Company ”), a Delaware corporation, and David Paterson (the “ Executive ”) and is intended to incorporate and accurately reflect all prior negotiations, discussions, or agreements between the Parties. Executive and the Company may sometimes be referenced herein individually as “ Party ” or together as the “ Parties .”

WHEREAS, the Company desires: a) for Executive to serve as Vice President and President, Fluids Systems of the Company, as further outlined below; and b) for Executive to enter into certain restrictive covenants as set forth in this Agreement; all, in order to enhance shareholder value and grow the Company’s business to its maximum potential; and

WHEREAS, Executive has represented himself as qualified to achieve the foregoing objectives, and the Parties mutually desire and agree to enter into this Agreement.

NOW, THEREFORE in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually covenanted and agreed by and between the Parties as follows:

1.1.      Indemnification . Executive shall execute simultaneously with this Agreement an Indemnification Agreement, in the form of the attached Appendix A, and that agreement is incorporated herein by reference.

1.2.      Change of Control . Executive and the Company shall execute a Change of Control Agreement in the form of the attached Appendix B, and that agreement is incorporated herein by reference.

2.1.      Executive’s Receipt of Confidential Information. Executive acknowledges that in connection with his role as an officer of the Company and in providing services in support of the Company Parties, Executive will receive, have access to and have the opportunity to develop certain confidential or proprietary information and knowledge concerning the Company Parties and each of the respective businesses, methods and operations (“ Confidential Information ”), which the Company Parties desire to protect.  Confidential Information under this Agreement includes, by way of example and without limitation, information regarding the Company Parties’ customers, employees, contractors, operations, markets and industries not generally known to the public; strategies, methods, books, records, and documents; recipes, technical information concerning products, equipment, services, and processes; procurement procedures and pricing techniques; the names of and other information concerning customers and those being solicited to be customers, investors, and business relations (such as contact name, service provided, pricing for that customer, type and amount of product used, credit and financial data, and/or other information relating to the Company Parties’ relationship with that customer); pricing strategies and price curves; positions, plans, and strategies for expansion or acquisitions; budgets; trade secrets; programs; customer lists; research; financial and sales data; raw materials purchasing or trading methodologies and terms; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; prospective customers’ names and locations; grids and maps; electronic databases; models; specifications; computer programs; internal business records; contracts benefiting or obligating the Company Parties; bids or proposals submitted to any third party;

technologies and methods; training methods and training processes; organizational structure; personnel information, including salaries of personnel; labor or employee relations or agreements; payment amounts or rates paid to consultants or other service providers; and other such confidential or proprietary information. Information need not qualify as a trade secret to be protected as Confidential Information under this Agreement, and the authorized and controlled disclosure of Confidential Information to authorized parties by Company Parties in the pursuit of their business will not cause the information to lose its protected status under this Agreement. 

2.2.      Confidential Agreement Provisions . Executive agrees not to disclose any of the terms or provisions of this Agreement to any other Person except as (a) reasonably required to be disclosed to a Person with a legitimate reason to obtain such information for Executive’s personal financial, tax or estate planning, (b) required to be disclosed pursuant to applicable law, including securities laws, (c) authorized to do so by the Company in the performance of or relating to Executive’s regular employment duties to the Company Parties, and (d) allowed under Section 6.10.

2.3.      Value of Confidential Information. Executive acknowledges and stipulates that the Confidential Information constitutes a valuable, special, and unique asset used by the Company Parties in their businesses to obtain a competitive advantage over their competitors.  Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Company Parties in maintaining their competitive position and economic investment, as well as work for their respective employees.

2.4.      Executive’s Promise Not to Use or Disclose Confidential Information. Both during and after the period Executive serves as an employee of any of the Company Parties, Executive agrees not to misappropriate or, without the prior express written consent of another officer of the Company, use, disclose or otherwise make available to any Person any Confidential Information, except as (a) authorized in the performance of Executive’s regular duties to the Company and/or (b) as allowed under Section 6.10. Executive further agrees to comply with the confidentiality and other provisions set forth in this Agreement, the terms of which are supplemental to any statutory or fiduciary or other obligations relating to these matters. 

2.5.      Return of Confidential Information and Property.   All written materials, customer or other lists or databases, records, data, and other documents prepared or possessed by Executive in connection with Executive’s employment by any of the Company Parties belong to the Company Parties or any of them.  All information, ideas, concepts, improvements, discoveries, and inventions that are conceived, made, developed, or acquired by Executive individually or in conjunction with others during Executive’s employment by any of the Company Parties (whether during business hours and whether on any of the Company Parties’ premises or otherwise), which relate to the Company Parties’ business, products, or services are the Company Parties’ sole and exclusive property. All memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps, and all other documents, data, or materials of any type embodying such information, ideas, concepts, recipes, inventory, prices, improvements, discoveries, and inventions are the property of the Company Parties.  At the termination of Executive’s employment by any of the Company Parties, regardless of the reason and whether by Executive or the Company, Executive will promptly return to the Company all papers, documents, writings, any computer related hardware or software, cell phone(s), keys, or other data or property belonging to the Company Parties that is in Executive’s possession, custody or control, including, without limitation, Confidential Information and any such data that Executive had access to or possessed while serving as an officer of the Company.  The Company desires by this Agreement to protect its economic investment in its current and future operations and business.

2.6.      No Use of Other Confidential Information or Conflicting Obligations by Executive. Executive promises that he will not use during the term of his employment by any of the Company Parties, disclose to the Company Parties, bring on the Company Parties’ premises, or induce the Company Parties or any of their employees to intentionally or unintentionally use or disclose, any confidential or proprietary information or material belonging to any of Executive’s previous employers or belonging to any other Person. Further, Executive represents that he is not a party to any other agreement, or under any other duty, which will interfere or conflict with Executive’s full compliance with this Agreement. Executive will not enter into any agreement or undertake any other duty, whether written or oral, in conflict with the provisions of this Agreement. Executive represents that his performance of this Agreement and his employment with any of the Company Parties does not and will not breach any agreement or other duty Executive has to keep in confidence proprietary information, knowledge or data acquired by Executive prior to his employment with any of the Company Parties, including any information belonging to any of Executive’s prior employers.

2.7.      Breach of this Section. Executive understands and agrees that the restrictions in this Section 2 shall continue beyond the termination of Executive’s employment with any of the Company Parties regardless of the reason for such termination. Executive acknowledges that money damages may not be sufficient remedy for any breach of this Section 2 by Executive, and that the Company shall be entitled to seek to enforce the provisions of this Section 2 by specific performance and injunctive relief as remedies for such breach or any threatened breach. The Parties intend that the Company Parties shall be third-party beneficiaries of, and shall be entitled to enforce, Executive’s covenants in this Section 2 that are relevant to each of them. Such remedies shall not be deemed the exclusive remedies for a breach of this Section 2, but shall be in addition to all remedies available at law or in equity to the Company Parties, including the recovery of damages from Executive and his agents involved in such breach. In the event that Executive fails in any material respect to perform any of his material obligations under this Section 2, the Company may elect either directly or though one of the Company Parties (a) to cease any payments otherwise due to Executive and recover all payments made to Executive by any of the Company Parties on or subsequent to the date of the failure, except with respect to those payments that constitute wages earned by and owed to Executive, (b) obtain an injunction and/or (c) exercise any and all other remedies available by law.

3.1.      Consideration to Executive. The restrictive covenants contained in this Section 3 are supported by consideration to Executive from the Company Parties as specified in this Agreement, including the consideration provided in Sections 1-2. Executive acknowledges that the consideration provided for in Sections 1-2 of this Agreement constitute separate and independent consideration for the restrictive covenants contained in this Section 3 and entered into by Executive, and that the consideration in each such Section 1, and 2 is reasonable and sufficient consideration for Executive’s promises in this Agreement.

3.2.      Non-Competition . Executive agrees that during the period of Executive’s employment with any of the Company Parties and during the twelve (12) month period immediately following the date of termination of Executive’s employment with any of the Company Parties (the “ Restricted Term ”), Executive will not, directly or indirectly, for himself or for others, anywhere in the Restricted Area (as defined below), unless expressly authorized in writing by the CEO of the Company, engage in, or assist any Person engaged in, the selling or providing of products or services that would displace the products or services (a) which any of the Company Parties sell, provide or plan to sell or provide as of the date of termination of Executive’s employment or at any time during Executive’s employment with any of the Company Parties, or (b) with which Executive had involvement or about which Executive received or had access to Confidential Information in the course of his employment by any of the Company Parties.  The foregoing is expressly understood to include, without limitation, the business of manufacturing, selling and/or providing products or services of the same type

offered and/or sold by the Company Parties as of the date of termination of Executive’s employment or any time during Executive’s employment. “ Restricted Area ” under this Agreement means the geographic areas listed in Appendix C attached hereto and incorporated herein by reference. For the avoidance of doubt, the Restricted Term shall continue uninterrupted in the event the Executive resigns from, is terminated by or otherwise ceases employment with one of the Company Parties and is immediately thereafter hired as an employee by another of the Company Parties.

3.3.      Prohibition on Circumvention. Executive cannot circumvent these covenants by alternative means or engage in any of the enumerated prohibited activities in the Restricted Area by means of telephone, telecommunications, satellite communications, correspondence, or other contact from outside the Restricted Area.  Executive further understands that the foregoing restrictions may limit his ability to engage in certain businesses during the Restricted Term, but acknowledge that these restrictions are necessary to protect the Confidential Information and business interests of the Company Parties.

3.4.      Non-Solicitation of Customers.  During the Restricted Term, Executive shall not on his own behalf or on behalf of any other Person, either directly or indirectly, within the Restricted Area, (a) call on, service, or solicit competing business from customers of the Company Parties with whom Executive had or made contact within the twelve (12) months immediately preceding the date of termination of Executive’s employment with any of the Company Parties, or (b) induce or encourage any such customer or other source of ongoing business to stop doing business with any of the Company Parties.

3.5.      Non-Solicitation of Employees.  During the Restricted Term, Executive shall not, on his own behalf or on behalf of any other Person, either directly or indirectly, call on, solicit, or retain any employee or officer of any of the Company Parties, with whom Executive worked, had contact or associated, or about whom Executive received Confidential Information, within the course of Executive’s employment with any of the Company Parties, or in any other manner attempt, directly or indirectly, to influence, encourage, or induce any such employee or officer of any of the Company Parties to terminate or discontinue his or his employment with any of the Company Parties.

3.6.      Reasonableness of Restrictions; Severability; Reformation.  Executive represents to the Company that the enforcement of the restrictions contained in this Agreement would not be unduly burdensome to Executive and acknowledges that Executive is willing and able, subject to the Restricted Area as defined herein, to compete in other geographical areas not prohibited by this Agreement.  It is expressly understood and agreed that the Company and Executive consider the restrictions contained in this Section 3 to be reasonable and necessary for the purposes of preserving and protecting the Confidential Information and other legitimate business interests of the Company Parties. Nevertheless, if any of the aforesaid restrictions is found by a court having jurisdiction to be unreasonable, overly broad as to geographic area or time or otherwise unenforceable, the Parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.  Executive and the Company further agree that the covenants in this Section 3 shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of the covenants of this Section 3.

3.7.      Remedies for Breach. Executive agrees that a breach or violation of this Section 3 of this Agreement by Executive shall entitle the Company Parties as a matter of right, to an injunction, issued by any court of competent jurisdiction, restraining any further or continued breach or violation of such provisions.  Such right to an injunction shall be cumulative and in addition, and not in lieu of, any other remedies to which the Company Parties may show themselves justly entitled, including, but not limited to, specific performance

and damages.  The Parties intend that the Company Parties shall be third-party beneficiaries of, and shall be entitled to enforce, Executive’s covenants in this Section 3 that are relevant to each of them. The Parties specifically agree that the remedy of damages alone is inadequate. In the event that Executive fails in any material respect to perform any of his material obligations under this Section 3, the Company Parties may elect (a) to cease any payments due under this Agreement and recover all payments made to Executive under this Agreement on or subsequent to the date of the failure, except with respect to those payments that constitute wages earned by and owed to Executive, (b) obtain an injunction and/or (c) exercise any and all other remedies available by law.

3.8.      Advance Approval of Board. It is agreed that these covenants do not prevent Executive from using and offering the general management or other skills that he possessed prior to receiving access to Confidential Information and other legitimate business interests of the Company Parties.  This Agreement creates an advance approval process, and nothing herein is intended, or will be construed as, a general restriction against Executive’s pursuit of lawful employment in violation of any controlling state or federal laws.  Executive is permitted to engage in activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Board of Directors of the Company, and authorized in writing, to be of no material threat to the legitimate business interests of the Company.

4.1.      Informal Resolution. In the event of a dispute arising from or relating to this Agreement, including the interpretation or application of this Agreement, or Executive’s employment with any of the Company Parties (other than a claim arising under or relating to Sections 2 and 3 of this Agreement, which are specifically excluded from the scope of this Section 4.1), prior to seeking arbitration as provided for below, the Party claiming to be aggrieved shall first advise the other Party, in writing, of the specifics of the claim, including the specific provision of this Agreement alleged to have been violated, if applicable, as well as provide the other Party with any supporting documentation the Party desires to produce at that time.  If the Company is disputing amounts that Executive contends are due to him, the Company shall provide a complete statement of the amount it is disputing, the reason it is disputing it, and supporting documentation upon request by Executive.  The Parties will thereafter meet and attempt to resolve their differences in a period not to exceed thirty (30) days, unless the Parties agree in writing to mutually extend the time for one additional thirty (30) day period.  Following such attempts to resolve any such dispute, either Party may require arbitration of the other. 

4.2.      Mandatory Arbitration. The Parties mutually agree that any and all disputes arising from or relating to this Agreement, including the interpretation or application of this Agreement, or Executive’s employment with any of the Company Parties, which the Parties are unable to resolve as provided for above, if applicable, will be submitted exclusively to final and binding arbitration pursuant to the Federal Arbitration Act. The arbitration will be conducted in the city where the Company’s headquarters are then located or such other location as the Parties may agree, by a single arbitrator in accordance with the substantive laws of the State of Texas to the extent not preempted by the Employee Retirement Income Security Act, which shall govern all applicable benefits issues, in keeping with the above required procedure.  If the Parties cannot agree upon an arbitrator, then each Party shall choose its own independent representative, and those independent representatives shall choose the single arbitrator within thirty (30) days of the date of the selection of the first independent representative.  The legal expenses of each Party shall be borne by them respectively.  However, the cost and expenses of the arbitrator in any such action shall be borne equally by the Parties.  The arbitrator’s decision, judgment, and award shall be final, binding and conclusive upon the Parties and may be entered in the highest court, state or federal, having jurisdiction.  The arbitrator to which any such dispute shall be submitted in accordance with the provision of this Section 4.2 shall only have jurisdiction

and authority to interpret, apply, or determine compliance with the provisions of this Agreement, but shall not have jurisdiction or authority to add to, subtract from, or alter in any way the provisions of this Agreement. The Parties understand that their mutual obligations to arbitrate under this Section 4.2 survive any termination of this Agreement.

4.3.      Temporary Relief. Notwithstanding any other provision hereof, to preserve the status quo or return the Parties to their positions as they existed prior to any alleged improper conduct, any Party may seek temporary relief, i.e., temporary restraining orders and preliminary injunctions, from a court of competent jurisdiction over the Parties, and such court may issue such relief, if the requirements under applicable law are met.

5.1.      Headings.   Section and other headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

5.2.      Notices.   Any notice, communication, request, reply or advice (here severally and collectively called “ Notice ”) required or permitted to be given under this Agreement must be in writing and is effectively given by deposit in the same in the United States mail, postage pre-paid and registered or certified with return receipt requested, by national commercial courier for next day delivery, or by delivering in person the same to the address of the Person to be notified.  Notice deposited in the mail in the manner herein above described shall be effective 48 hours after such deposit, Notice sent by national commercial courier for next day delivery shall be effective on the date delivered, and Notice delivered in person shall be effective at the time of delivery.  For purposes of Notice, the address of the Parties shall, until changed as hereinafter provided, be as follows:

or at such address as the Company or any of the Company Parties may have advised Executive in writing; and

or at such other address as Executive may have advised the Company in writing.

5.3.      Waiver.  The failure by any Party to enforce any of its rights under this Agreement shall not be deemed to be a waiver of such rights, unless such waiver is an express written waiver which has been signed by the waiving Party.  Waiver of any one breach shall not be deemed to be a waiver of and other breach of the same or any other provision of this Agreement.

5.4.      Choice of Law.  The validity of the Agreement, the construction of its terms, and the determination of the rights and duties of the Parties hereto shall be governed by and construed in accordance with the laws of the State of Texas without regard to choice of law principles.

5.5.      Invalidity of Provisions.  If any provision of this Agreement is adjudicated to be invalid, illegal or unenforceable under applicable law, the validity or enforceability of the remaining provisions shall be unaffected.  To the extent that any provision of this Agreement is adjudicated to be invalid, illegal or unenforceable because it is overbroad, that provision shall not be void but rather shall be limited only to the extent required by applicable law and enforced as so limited.

5.6.      Entire Agreement; Written Modifications.   This Agreement, together with Appendix A, Appendix B, and Appendix C, contains the entire agreement between the Parties and supersedes all prior or contemporaneous representations, promises, understandings, and agreements between Executive and the Company.

5.7.      Successors; Assignment. Executive acknowledges and agrees that this Agreement shall be binding upon and inure to the benefit of the Company and any other Person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. The Company may assign, and Executive expressly consents to the assignment of, this Agreement to any Person, including, without limitation, any successor, parent, subsidiary, or affiliated entity of the Company, including in connection with any sale or merger (whether a sale or merger of stock or assets or otherwise) of the Company or the business of the Company. Executive acknowledges that his obligations under this Agreement are personal to Executive and may not be assigned by him without prior written consent from the Company.

5.8.      Attorney’s Fees .  The prevailing Party in any action brought to enforce this Agreement shall be entitled, in addition to such other relief that may be granted, to a reasonable sum for attorney’s fees and costs incurred by such Party in enforcing or defending against an action to enforce this Agreement.

5.9.      Non-Disparagement. Subject to Section 6.10 below, Executive agrees for himself, and all others acting on his behalf, either directly or indirectly, not to make, support, encourage, induce or voluntarily participate in any oral or written statements about the Company, any other Company Party, or any of such entities’ officers, employees, shareholders, investors, directors, agents or representatives, that are malicious, obscene, threatening, harassing, intimidating or discriminatory and which are designed to harm any of the foregoing; except as required by law, when testifying truthfully pursuant to subpoena or other legal process, or when communicating with law enforcement or government agencies.

5.10.      Protected Disclosures . Notwithstanding the obligations stated in this Agreement, including the restrictions found in Section 2 and Section 6.9, neither this Agreement nor any other agreement or policy of the Company Parties shall prevent or prohibit Executive from making the protected statements or disclosures or engaging in the protected activities, in each case, as follows: (a) disclosures of trade secrets made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) disclosures of trade secrets made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal or per court order, or (c) disclosures of trade secrets by Executive to his attorney in a lawsuit for retaliation for reporting a suspected violation of law and use of the trade secret information in the court proceeding, if any document containing the trade secrets is filed under seal and does not disclose the trade secrets, except pursuant to court order, or (d) providing information to any federal, state or local governmental agency or commission or participating in any investigation or proceeding conducted by any such governmental agency or commission, or (e) using the Company’s internal reporting procedures, or (f) other actions protected as whistleblower activity under applicable law. Further, this Agreement does not impose any condition precedent (such as prior notice to

the Company) any penalty, or any other restriction or limitation adversely affecting Executive’s rights regarding any such protected activities, disclosures, reports, claims or investigation.

 

5.11.      Definitions.   In this Agreement:

(a)     If Executive is a “key employee,” as defined in Section 416(i) of the Code (without regard to paragraph 5 thereof), except to the extent permitted under Section 409A of the Code, no benefit or payment that is subject to Section 409A of the Code (after taking into account all applicable exceptions to Section 409A of the Code, including but not limited to the exceptions for short-term deferrals and for “separation pay only upon an involuntary separation from service”) shall be made under this Agreement on account of Executive’s “separation from service” as defined in Section 409A of the Code, with the Company until the later of the date prescribed for payment in this Agreement and the first day of the seventh calendar month that begins after the date of Executive’s separation from service (or, if earlier, the date of death of Executive).

(b)     For purposes of Section 409A of the Code (including, but not limited to, application of the exceptions for short-term deferrals and for “separation pay only upon involuntary separation from service”), each payment provided for under this Agreement is hereby designated as a separate payment, rather than a part of a larger single payment or one of a series of payments.

(c)     Any amount that Executive is entitled to be reimbursed under this Agreement will be reimbursed to Executive as promptly as practicable and in any event not later than the last day of the calendar year after the calendar year in which the expenses to be reimbursed are incurred, and the amount of the expenses eligible for reimbursement during any calendar year. In addition, any such reimbursement payments described in this Section shall not be subject to liquidation or exchange for any other payment or benefit.

(d)     In the event that Executive is required to execute a release to receive any payments from the Company that constitute nonqualified deferred compensation under Section 409A of the Code, payment of such amounts shall not commence until the sixtieth (60 ^th ) day following Executive’s separation from service with the Company. Any installment payments suspended during such sixty (60) day period shall be paid as a single lump sum payment on the first payroll date following the end of such suspension period.

5.13.      Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

[signature page to follow]

 Executed as of the date first written above.

Other states or areas in which Newpark Resources, Inc currently does business: