Perma-Pipe International Holdings, Inc. (Form: 8-K, Received: 10/01/2018 17:25:44)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________



	Date of Report (Date of earliest event reported):	September 28, 2018

PERMA PIPE INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



Delaware	0-18370	36-3922969
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6410 West Howard Street, Niles, Illinois 60714

(Address of principal executive offices, including zip code)

(847) 966-1000

(Registrant’s telephone number, including area code)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

Effective as of September 28, 2018, Karl J. Schmidt, the Vice President and Chief Financial Officer of Perma-Pipe International Holdings, Inc. (“Company”) agreed to voluntarily retire effective as of October 31, 2018. On October 1, 2018, D. Bryan Norwood was initially appointed as the Company’s Vice President-Finance and effective November 1, 2018, the Company’s new Vice President and Chief Financial Officer.

Mr. Norwood, age 63, most recently served from March 2018 until his new position with the Company as the interim corporate controller with Key Energy Services, Inc., a publicly-traded oilfield service company. From 2014 until March 2018, Mr. Norwood was the chief financial officer of API Perforating, Inc., an energy services company. Prior thereto, from 2012 until 2014, Mr. Norwood was the chief financial officer of Dupre’ Energy Services, LLC, an energy services company.

In connection with Mr. Norwood’s employment, he entered into an Employment Agreement with the Company on October 1, 2018 (“Employment Agreement”) that provides that he will be entitled to receive an initial annual base salary of $250,000 and an initial short-term annual incentive bonus opportunity with a target incentive set at 50% of his base salary (pro-rated for the Company’s fiscal 2019). In addition, Mr. Norwood will also be eligible to receive a long-term incentive grant of restricted stock with a target annual award of 33% of his base salary, with pro-rata vesting of such award over a three-year period. The Employment Agreement is for an initial term of two years, with automatic one-year renewal provisions unless not renewed prior thereto by either party.

In connection with Mr. Schmidt’s retirement as the Company’s Vice President and Chief Financial Officer effective October 31, 2018, the Company and Mr. Schmidt entered into a letter agreement on September 28, 2018 (“Letter Agreement”) that provided Mr. Schmidt with the following mutually agreed upon retirement benefits: (i) a six-month continuation after his retirement date of his annual base salary totaling $163,400; (ii) a pro-rated payment of his fiscal 2019 annual incentive bonus of $134,805, payable over a six-month period after his retirement date; (iii) a payment of $36,311 for his long-term incentive restricted stock awards that were otherwise scheduled to vest in 2019; and (iv) a payment of $6,400 to cover the employer portion of his COBRA premiums for six months.

The foregoing summaries do not purport to be a complete description of the terms of Mr. Norwood’s Employment Agreement or Mr. Schmidt’s Letter Agreement and are qualified in their entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1, and the Letter Agreement, a copy of which is attached as Exhibit 10.2.

Item 8.01 Other Events .

On October 1, 2018, the Company issued a press release announcing the retirement of Mr. Schmidt as Vice President and Chief Financial Officer of the Company and the appointment of Mr. Norwood as the Company’s Vice President of Finance and, upon Mr. Schmidt’s retirement, the Company’s new Vice President and Chief Financial Officer. Attached hereto as Exhibit 99.1 and incorporated herein by reference, is a copy of the press release.

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits . The following exhibits are being filed herewith:

Exhibit Index



Exhibit No.		Description
10.1		Employment Agreement, dated October 1, 2018, by and between the Company and D. Bryan Norwood.
10.2		Letter Agreement, dated September 28, 2018, by and between the Company and Karl J. Schmidt.
99.1		Press Release, dated October 1, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERMA PIPE INTERNATIONAL HOLDINGS, INC.

Date: October 1, 2018 By: /s/ David Mansfield

David Mansfield

Chief Executive Officer

Executive Employment Agreement

This Employment Agreement is entered into as of October 1, 2018, by and between Perma-Pipe International Holdings, Inc, (PPIH), a Delaware corporation ("PPIH" or "the Company"), and D. Bryan Norwood ("Employee").

In consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, PPIH and Employee hereby agree as follows:


1.	Position of Employment.

The Company will appoint the Employee to the initial position of Vice President, Finance transitioning to Vice President and Chief Financial Officer on November 01, 2018, PPIH, and, in that position, Employee will report to the President and CEO of PPIH. PPIH retains the right to change Employee's title, duties, and reporting relationships as may be determined to be in the best interests of the Company; provided, however, that any such change in Employee's duties shall be reasonably consistent with Employee's training, experience, and qualifications. During his employment, the Employee must conduct himself in a manner (in all forums) as not to undermine the Company’s reputation. The employment term shall be considered to start on the date indicated in this Employment Agreement.

The terms and conditions of the Employee's employment shall, to the extent not addressed or described in this Employment Agreement, be governed by the PPIH Policies and Procedures and existing practices. In the event of a conflict between this Employment Agreement and the PPIH Policies and Procedures or existing practices, the terms of this Employment Agreement shall govern.


2.	Term of Employment.

Employee's employment with PPIH shall begin on October 01, 2018 and shall continue for a period of 2-years (the “Initial Term”), and then automatically renew annually for successive one-year terms (each, a “Renewal Term”, together with the Initial Term, the “Term”) unless;


a.	either party gives the other party written notice otherwise at least 90 days before the end of the Initial Term or a Renewal Term; or


b.	Employee's employment is terminated by either party in accordance with the terms of Section 5 of this Employment Agreement; or


c.	Such term of employment is extended or shortened by a subsequent agreement duly executed by each of the parties to this Employment Agreement, in which case such employment shall be subject to the terms and conditions contained in the subsequent written agreement.


3.	Compensation and Benefits.

Base Salary. Employee shall be paid a base salary of $9,615.38 bi-weekly, which is $250,000 annually ("Base Salary"), subject to applicable federal, state, and local withholding, such Base Salary to be paid to Employee in the same manner and on the same payroll schedule in which all exempt PPIH employees receive payment. Salary will be reviewed annually and adjusted by the President and CEO and upon approval by the Board of Directors based on performance and external benchmarking of market compensation for equivalent

positions. Timing of any adjustments will be aligned to overall Corporate annual salary review.


b.	Incentive Compensation. Employee shall be eligible to participate in incentive compensation programs available to other similarly-situated executives of PPIH as outlined below. Nothing in this Employment Agreement shall be deemed to require the payment of bonuses, awards, or incentive compensation to Employee.

Short Term Incentive (STI). Employee will be eligible to receive Short Term Incentive in the form of an annual cash bonus opportunity with a target incentive set at 50% of base salary. Performance measures applicable to the STI bonus will be based on Company performance metrics aligned to financial and strategic plans approved by the Board. Bonus payment award and timing will align with corporate annual bonus payouts following completion of annual financial calendar. For the first fiscal year of the Term, bonus eligibility will be pro-rata for the portion of the fiscal year 2019 worked and based on part year metrics for the same time period.

ii)

Long Term Incentive (LTI). Employee will be eligible to receive Long Term Incentive in the form of Restricted Stock with a target annual award of 33% of base salary. Under the Company’s current plan, Restricted Stock would be granted that vests over a 3-year period, with 1/3 vesting at the end of each anniversary of the grant. The actual award may be adjusted up or down based on compensation benchmarking and/or performance as determined in good faith by the Board. The Board reserves the right to amend the LTI program and terms as deemed necessary.

Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or perquisites made available by the Company to similarly-situated employees. Notwithstanding anything herein to the contrary, the terms and conditions of Employee's participation in PPIH's employee benefit plans, policies, programs, or perquisites shall be governed by the terms of each such plan, policy, or program. Complete details of the plans including Health, Dental, Retirement, and Incentives will be provided separately.


d.	Vacation. Employee will be entitled to 4 weeks of paid vacation annually.

Duties and Performance. The Employee acknowledges and agrees that he is being offered a position of employment by PPIH with the understanding that the Employee possesses a unique set of skills, abilities, and experiences which will benefit the Company, and he agrees that his continued employment with the Company, whether during the Term of this Employment Agreement or thereafter, is contingent upon his successful performance of his duties in his position as noted above, or in such other position to which additional or different duties may be assigned.


a.	General Duties:


1.	Employee shall render to the very best of Employee's ability, on behalf of the Company, services to and on behalf of the Company, and shall undertake diligently all duties assigned to him by the Company.


2.	Employee shall devote his full time, energy and skill to the performance of the services in which the Company is engaged, at such time and place as the Company may direct. Employee shall not undertake, either as an owner, director, shareholder, employee or otherwise, the performance of services for compensation (actual or expected) for any

other entity without the express written consent of the President and CEO or Board of Directors. Such consent will not be unreasonably withheld for a paid Board of Directors position offered to Employee as long as such role is not in conflict with Employee’s role and position in the Company.


3.	Employee shall faithfully and industriously assume and perform with skill, care, diligence and attention all responsibilities and duties connected with his employment on behalf of the Company.


4.	Employee shall have no authority to enter into any contracts binding upon the Company, or to deliberately create any obligations on the part of the Company, except as may be specifically authorized by the President and CEO, Board of Directors of PPIH and as outlined in the Company Delegation of Authority policy.


5.	Foster a Company with underlying values in safety, integrity and ethics.

b. Specific Duties Prior to November 1, 2018:


1.	Transition into the role of Vice President and Chief Financial Officer.


2.	Perform any specific tasks or assignments as may be requested by the President and CEO.

c. Specific Duties Effective as of November 1, 2018:


1.	Oversee the organization’s capital structure with a focus on minimizing the cost of capital.


2.	Evaluate and participate in strategic business development opportunities resulting in top line growth and mitigation of the effect of economic volatility


3.	Raise capital to support the Company’s growth, including negotiating and finalizing financing agreements, and monitor, assess and manage Company risk.


4.	Serve as the Corporate Secretary and/or Treasurer, or have a direct report or reports in those roles.


5.	Serve as the Principal Financial Officer and Principal Accounting Officer of the Company as such offices are defined under applicable law and all statutory requirements.


6.	Develop quarterly and annual operating targets.


7.	Lead a high performance, results driven culture that meets or exceeds commitments.


8.	Ensure a system is in place which drives operational excellence and continuous improvement.


9.	Prioritize the best growth and investment strategies to pursue given limited resources.


10.	Provide visibility and strong communication skills to internal and external stakeholders.


5.	Termination of Employment. Employee's employment with the Company may be terminated in accordance with any of the following provisions:

Termination by Employee. The Employee may terminate employment at any time during the course of this Employment Agreement by giving 90 days’ notice in writing to the President and CEO of PPIH. During the notice period, Employee must fulfill all duties and responsibilities set forth above and use his best efforts to train and support his replacement, if any. Failure to comply with this requirement may result in Termination for Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period.

Termination by the Company Without Cause. PPIH may terminate Employee's employment at any time during the course of this Employment Agreement by giving ninety (90) days’ notice in writing to the Employee. During the notice period, Employee must fulfill all of Employee's duties and responsibilities set forth above and use Employee's best efforts to train and support Employee's replacement, if any. Failure of Employee to comply with this

requirement may result in Termination for Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period. Should PPIH terminate Employee’s employment without Cause, contingent on Employee signing a release of claims, Employee will receive (12) months of Severance plus pro rata STI for the year of termination at 100% of target, and retain all rights to vested Restricted Stock, and any unvested Restricted Stock and RSUs and any other equity awards will be forfeited except that Restricted Stock due to vest in the current year will vest pro rata for the number of months Employee was employed in that year.

Termination by Employee for Good Reason. Employee may terminate his employment with the Company for Good Reason (as defined below) by giving 90 days’ notice in writing to the Company. During the notice period, Company shall have the right to cure any Good Reason as defined in this Agreement. If requested by the Company, Employee must fulfill all of Employee's duties and responsibilities set forth above during the 90 day notice period and use Employee's best efforts to train and support Employee's replacement, if any. Failure of Employee to comply with this requirement may result in Termination for Cause described below, but otherwise Employee's salary and benefits will remain unchanged during the notification period. Should Company fail to cure Employee’s stated Good Reason within 90 days and, as a result, termination for Good Reason occurs, contingent on Employee signing a release of claims, Employee will receive (12) months of Severance plus pro rata STI for the year of termination at 100% of target, and retain all rights to vested Restricted Stock, and any unvested Restricted Stock and RSUs and any other equity awards will be forfeited except that Restricted Stock due to vest in the current year will vest pro rata for the number of months Employee was employed in that year. For the purposes of this Agreement, “Good Reason” is defined as material diminution in Employee's compensation or material negative changes by the Company affecting the Employee’s duties, responsibilities, reporting or authority as outlined in this Employment Agreement. Good Reason shall not exist at any time that the Employee could be terminated for Cause.

Termination by the Company for Cause. The Company may, at any time and without notice, terminate the Employee for "Cause". Termination for "Cause" shall include but not be limited to termination based upon any of the following: (a) repeated failure to perform the duties of the Employee's position in a satisfactory manner; (b) fraud, misappropriation, embezzlement or acts of similar dishonesty; (c) conviction of or entrance of a plea of no contest for a felony involving moral turpitude; (d) illegal use of drugs or excessive use of alcohol in the workplace; (e) intentional and willful misconduct that may subject the Company to criminal or civil liability; (f) breach of the Employee's duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company; (g) willful disregard of Company policies and procedures; (h) breach of any of the material terms of the Employment Agreement; and (i) insubordination or deliberate refusal to follow the lawful instructions of the Board of Directors of PPIH. Termination for Cause will result in immediate termination, no Severance, no STI for the year of termination, and forfeiture of all unvested Restricted Stock, RSUs and any other equity awards. Cause shall not exist under subsections (a), (f), or (h) unless the Employee fails to cure the alleged misconduct, breach or violation after being given thirty (30) days' written notice by the Company of the alleged misconduct, breach or violation that is asserted as the basis for Cause.


e.	Termination by Death or Disability. The Employee's employment and rights to compensation under this Employment Agreement shall terminate if the Employee is unable to perform the

duties of his position due to death, or disability lasting more than 90 days, taking into consideration the accommodation obligations under the Americans with Disabilities Act or parallel state law based on the applicable facts of any such disability, and the Employee's heirs, beneficiaries, successors, or assigns shall not be entitled to any of the compensation or benefits to which Employee is entitled under this Employment Agreement, except: (a) to the extent specifically provided in this Employment Agreement (b) to the extent required by law; or (c) to the extent that such benefit plans or policies under which Employee is covered provide a benefit to the Employee's heirs, beneficiaries, successors, or assigns.

Change in Control (CIC). CIC is defined by a change in ownership or a sale of substantially all of the Company’s assets and a material diminution of Employee’s duties, responsibilities, reporting or authority within 12 months following such ownership change. In the event of a CIC, Employee may terminate his employment with Good Reason. In addition, all RSU vesting will be accelerated. For purposes of determining whether a CIC has occurred, Company shall mean only PPIH, Inc.


g.	Severance. Severance means a payment equal to Employee’s Annual Base Salary plus continuation of group health and welfare benefits via COBRA for the for the Severance period. Severance will be paid in equal installments for the length of the Severance period, beginning with the first payroll period on or after 30 days after Employee signs the release of claims referenced herein.


h.	Release. Any post-termination Severance or benefits are subject to Employee signing a release of claims prior to receipt.

Confidentiality. To the fullest extent permitted by applicable law, the terms of the Confidentiality Agreement executed by the Employee are incorporated by reference into this Employment Agreement and are made a part hereto as if they appeared in this Employment Agreement itself. The terms of such Confidentiality Agreement, as incorporated herein, will extend for the duration of any Severance period.

Non-Solicitation/Non-Compete. To the fullest extent permitted by applicable law, the terms of the Non-Solicitation/Non-Compete Agreement executed by the Employee are incorporated by reference into this Employment Agreement and are made a part hereto as if they appeared in this Employment Agreement itself. The terms of such Non-Solicitation/Non-Compete Agreement, as incorporated herein, will extend for the duration of any Severance period.


8.	Code of Conduct and Compliance with Laws. Employee agrees to be bound by the provisions of the PPIHH Code of Conduct and Global Anti-corruption Policy and Procedure. Employee asserts he has no conflict of interests in any other business dealings to PPIH. In the event a potential conflict of interest arises, Employee will promptly notify CEO in writing.

Assignment of Inventions, Improvements and Developments. The Employee hereby assigns and agrees to assign to the Company the entire worldwide right, in all inventions, improvements and developments, patentable or unpatentable, which, during his employment by the Company he shall have made or conceived or hereafter may make or conceive, either solely or jointly with others (a) with the use of the Company’s time, equipment, materials, supplies, facilities, or trade secrets or confidential business information or (b) resulting from or suggested by his work for the Company or (c) contemplated business of the Company, including, but not limited to, pre-insulated and/or secondarily contained piping systems for district heating and cooling systems, oil and gas flow lines, chemical transportation and related products and materials. All

such inventions, improvements and developments shall automatically and immediately be deemed to be the property of the Company as soon as made or conceived. This assignment includes all rights to claim for any patent application for such inventions, improvements and developments the full benefits and priority rights under the Patent Cooperation Treaty, the Paris Convention, and any other international intellectual property agreement. This assignment includes all rights to sue for all infringements, including those which may have occurred before this assignment. It is understood that this Employment Agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Employee’s own time, unless the invention (i) is related to the business of the Company, (ii) is related to the Company’s actual or demonstrably anticipated research or development, or (iii) results from any work performed by the Employee for the Company.


10.	Disclosure. Employee agrees to disclose promptly to the Company all such inventions, improvements and developments when made or conceived. Upon termination of his employment for any reason, Employee shall immediately give to the Company all written records of such inventions, improvements and developments and make all full disclosures thereof, whether or not they have been reduced to writing.

11.

Aid and Assistance. The Employee agrees, (a) to execute all documents necessary to protect inventions, improvement and developments assigned pursuant to Section 9, and to obtain, maintain, modify, or enforce any United States or foreign patent on such invention, improvements or developments; and (b) to cooperate with the Company in every reasonable way possible in obtaining evidence for use in any such proceedings to obtain, maintain, modify or enforce any such patent.

12.

Office Location: You will be based at the PPIH offices at 24900 Pitkin Road, Spring, Texas or similar Company location. However, the Company headquarters is in Chicago, IL and you will need to spend time working from the Chicago office. As such, the Company will cover all reasonable expenses, per the Company's policies, for travel between Houston and Chicago for Company business activities for up to one year including lodging, living and transportation costs incurred while working away from home. This timeframe maybe extended upon approval from the Board. Decision on hotel vs. apartment and car lease vs. rental will be decided based on what is the most cost effective. You will also be required to travel to other locations as necessary.

13.

Parachute Payment Limitation. Notwithstanding any contrary provision above, if Employee is a " disqualified individual " (as defined in Section 280G of the Internal Revenue Code), and the CIC Benefits, together with any other payments which the Employee has the right to receive from the Company, would constitute a " parachute payment " (as defined in Section 280G of the Code), the payments and benefits provided under this Agreement shall be either (i) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by the Employee from the Company shall be $1.00 less than three times Employee's " base amount " (as defined in Section 280G of the Code) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code, or (ii) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). If a reduced payment is made to Employee pursuant to clause (i) above and through error or otherwise that payment, when aggregated with other payments from the Company used in determining if a parachute payment exists, exceeds $1.00 less than three times Employee's base amount, Employee must immediately repay such excess to the Company upon notification that an overpayment has been made.

14.

Indemnification and Insurance. The Company will defend, indemnify and hold Employee, his heirs, executors and administrators harmless against and in respect of any and all damages, losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, but not limited to, attorneys’ fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding) suffered, sustained, incurred or required to be paid by Employee by reason of or on account of Employee’s performance of work on behalf of the Company, except to the extent due to any act or omission by Employee that constitutes a breach of this Employment Agreement or is outside the scope of his authority under this Employment Agreement. In addition, the Company will maintain directors and officer’s liability insurance in place, with reasonable and customary limits, pursuant to which Employee shall be a named, additional or covered insured. Employee shall cooperate with reasonable requests of the Company in connection with any indemnifiable claim and shall provide such documentation or information which is reasonably necessary to defend the indemnifiable claim.


15 .	General Provisions.

Notices. All notices and other communications required or permitted by this Employment Agreement to be delivered by PPIH or Employee to the other party shall be delivered in writing to the address shown below, either personally, or by registered, certified or express mail, return receipt requested, postage prepaid, to the address for such party specified below or to such other address as the party may from time to time advise the other party, and shall be deemed given and received as of actual personal delivery, or upon the date or actual receipt shown on any return receipt if registered, certified or express mail is used, as the case may be.

PPIH, Inc.:

6410 W. Howard Street

Niles, IL. 60714

Attention: President and CEO

D. Bryan Norwood

4509 Elm Street

Bellaire, TX. 77401

(Or such other address in the Company’s employment records.)


b.	Amendments and Termination; Entire Agreement. This Employment Agreement may not be amended or terminated except in writing executed by all of the parties hereto. This Employment Agreement constitutes the entire agreement of PPIH and Employee relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.


c.	Existing Agreements. The Employee represents to the Company that he is not subject or a party to any employment or consulting agreement, confidentiality, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Employment Agreement or limit his ability to fulfill his responsibilities hereunder.


d.	Successors and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that PPIH, without obtaining Employee's consent, may assign its rights and obligations hereunder to a wholly-owned subsidiary and provided further that any post-employment restrictions shall

be assignable by PPIH to any entity which purchases all or substantially all of the Company's assets. In addition, in the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Employment Agreement and its rights hereunder without obtaining Employee’s consent, provided that the assignee assumes all of the obligations of the Company hereunder, and upon such assignment and assumption, the Employee shall have no right to look to the Company for obligations arising hereunder after the effective date of such assignment.

Severability Provisions Subject to Applicable Law. All provisions of this Employment Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Employment Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Employment Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Employment Agreement or of any other application of such provision shall in no way be affected thereby.


f.	Waiver of Rights. No waiver by PPIH or Employee of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

Definitions, Headings, and Number. A term defined in any part of this Employment Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Employment Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Employment Agreement. Where appropriate to the context of this Employment Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular.


h.	Counterparts. This Employment Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.

Governing Laws and Forum. This Employment Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas. The Company and Employee agree that any claim, dispute, or controversy arising under or in connection with the Employment Agreement, or otherwise in connection with Employee’s employment by the Company (including, without limitation, any such claim, dispute, or controversy arising under any federal, state, or local statute, regulation, or ordinance or any of the Company's employee benefit plans, policies, or programs) shall be resolved solely and exclusively by final and binding arbitration. The arbitration shall be held in the city of Houston, Texas (USA) and the language shall be English. The arbitration shall be conducted in accordance with the Rules of the American Arbitration Association (the "AAA") in effect at the time of the arbitration and each party shall appoint one arbitrator of its own choosing with a third arbitrator on a panel of three (3) being appointed by the parties’ respective arbitrators. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Any judgement upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

IN WITNESS WHEREOF, PPIH and Employee have executed and delivered this Employment Agreement as of the date written below.



	PPIH, Inc. By:
/s/ D. Bryan Norwood		/s/ David Mansfield
D. Bryan Norwood	Name:	David Mansfield
	Title:	President and CEO
	Date:	October 1, 2018

September 24, 2018

Mr. Karl J. Schmidt

950 E. Illinois Road

Lake Forest, IL 60045

Dear Karl:

As a follow-up to our discussion, this letter agreement (“Agreement”) confirms the mutual understanding and agreement between you and Perma-Pipe International Holdings, Inc. (“Perma-Pipe” or the “Company”) regarding your separation from employment and the mutual termination of the Executive Employment Agreement entered into by and between you and the Company, effective March 17, 2017 (the “Employment Agreement”). In consideration of the terms and conditions and promises contained in this Agreement, and for other good and valuable consideration, the sufficiency of which is acknowledged, you and Perma-Pipe (collectively the “Parties”) agree as follows:

1. Transition of Role and Separation Date. Effective October 31, 2018 (“Separation Date”), you will voluntarily resign from your position as Chief Financial Officer and from all positions, including any and all director, officer or similar positions, you hold with (a) Perma-Pipe or (b) any related subsidiary, predecessor, successor, and/or affiliated companies of Perma-Pipe (collectively referred to as the "Perma-Pipe Entities"). Until the Separation Date, the duties and performance obligations set forth in Section 4 of the Employment Agreement shall remain in effect and you agree to provide reasonable assistance in transitioning your duties to your successor as requested by the Company. In addition, through the Separation Date, you will continue to receive your current salary and will continue to be eligible to participate in all of the Company’s employee benefit plans, programs, and arrangements in accordance with their terms. Notwithstanding the foregoing, the Company retains the right to terminate your employment at any time prior to the Separation Date for “Cause” which shall be defined as it is currently defined in the Employment Agreement.

2. Separation Payments & Benefits. In return for your timely execution of this Agreement and the General Waiver and Release attached as Exhibit A, as well as your compliance with all of their terms, Perma-Pipe will:


(a)	pay you One Hundred Sixty-Three Thousand Four Hundred Dollars and No Cents ($163,400.00), representing six (6) months’ salary, less applicable required withholding deductions. This amount will be paid in biweekly installments over a six (6) month period beginning November 1, 2018, provided you have signed this Agreement and the General Waiver and Release attached as Exhibit A, and shall be

Karl J. Schmidt

September 24, 2018

payable in accordance with Perma-Pipe’s normal payroll processing. You understand and agree that this amount shall not be considered “compensation” for purposes of Perma-Pipe’s incentive compensation or other benefit programs.

(b)

pay you Thirty-Six Thousand Three Hundred Eleven Dollars and No Cents ($36,311.00), less applicable required withholding and deductions, representing the mutually agreed upon prorated value of the Long Term Incentive Plan/Restricted Stock scheduled to vest in 2019 based on the period of your employment through the Separation Date. This amount will be paid in biweekly installments over a six (6) month period beginning November 1, 2018, provided you have signed this Agreement and the General Waiver and Release attached as Exhibit A, and shall be payable in accordance with Perma-Pipe’s normal payroll processing. You understand and agree that this amount shall not be considered “compensation” for purposes of Perma-Pipe’s incentive compensation or other benefit programs. You further understand and agree that, although you retain all rights to Restricted Stock vested on or before the Separation Date, all unvested shares of Restricted Stock are forfeited in accordance with the terms of the Restricted Stock award agreements;

(c)

pay you One Hundred Thirty Four Thousand Eight Hundred Five Dollars and No Cents ($134,805.00), less applicable required withholding and deductions, representing the prorated value of your targeted 2018/2019 Short Term Incentive Plan (“STIP”) bonus based on the period of your employment through the Separation Date. This amount will be paid in biweekly installments over a six (6) month period beginning November 1, 2018, provided you have signed this Agreement and the General Waiver and Release attached as Exhibit A, and shall be payable in accordance with Perma-Pipe’s normal payroll processing. You understand and agree that this amount shall not be considered “compensation” for purposes of Perma-Pipe’s incentive compensation or other benefit programs; and


(d)	all outstanding stock options shall remain exercisable until the earlier of 90 days following the Separation Date or the expiration date of such award.

You agree that the payments and benefits set forth in this paragraph are being paid in lieu of, and supersede, your eligibility to receive any other separation or termination payments or benefits to which you may otherwise be entitled under any law, contract or agreement, including, but not limited to, the Employment Agreement, and specifically are being paid in lieu of, and supersede, your eligibility to receive any payments provided for under the Employment Agreement for a Termination by the Company Without Cause or a Termination by you for Good Reason.

3. Accrued Benefits. Regardless of whether you sign this Agreement, following the Separation Date, Perma-Pipe will pay you your accrued but unpaid base salary and your accrued but unpaid vacation, in each case through the Separation Date and consistent with the Company’s policies and past practices and you will be entitled to all vested benefits required to be paid or provided under any qualified retirement, welfare or other benefit plan sponsored by the Company.

Karl J. Schmidt

September 24, 2018

4. Expense Reimbursements, Return of Company Property, and No Sabotage. You understand and agree that: (a) no reimbursement will be made to you for any company-related expense that you incur on or after October 31, 2018; (b) on or prior to the Separation Date, you will return to Perma-Pipe, all Perma-Pipe Entity owned/leased property in your possession, including, but not limited to, cellular phones, pagers, tablets, and electronic organizers; laptops and computers; computer equipment and software; credit cards, keys, key cards and badges; all data, files, records, forms and other information of whatever kind, either electronic or hard copy, concerning Perma-Pipe or the other Perma-Pipe Entities; and any other Perma-Pipe property in your possession or control; (c) on or prior to the Separation Date, you agree to provide any and all access codes or passwords necessary to gain access to any computer, program, files, or other property that belongs to Perma-Pipe; and (d) you will not, in any form or manner, attempts to hack into, infiltrate, sabotage, or otherwise harm the databases, systems, or information maintained by Perma-Pipe or the other Perma-Pipe Entities, and following the Separation Date, you will never again attempt to access such databases, systems, or information.

5. Waiver and Release of Claims. In exchange for the payments and other benefits set forth in paragraph 2, you agree to execute the General Waiver and Release attached hereto as Exhibit A.

6. Cooperation with Company. You agree to cooperate with Perma-Pipe, and to provide all information and sign any corporate records and instruments that Perma-Pipe may hereafter reasonably request with respect to any matter involving your current or former employment with Perma-Pipe, or the work you have performed for Perma-Pipe, including litigation with respect to such matters. Further, if requested by Perma-Pipe, and without additional compensation except standard witness fees provided for by law, you will make yourself available, for a period of two (2) years from October 31, 2018, to cooperate with the defense or prosecution of any claims filed by or against Perma-Pipe and will furnish your testimony if required by subpoena or when deemed reasonable and necessary by counsel for Perma-Pipe, provided such times are scheduled so as not to interfere with the performance of your duties for another employer. Perma-Pipe will, within thirty (30) days of receipt of appropriate documentation of expenses, reimburse you for out-of-pocket expenses reasonably incurred by you pursuant to this paragraph, including travel, transportation, lodging and meals as well as related miscellaneous costs if such travel is requested of you by Perma-Pipe.

7. Non-Disparagement. You agree that you will not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement calculated or likely to have the effect of undermining, disparaging, denigrating, or otherwise reflecting poorly upon Perma-Pipe or the other Perma-Pipe Entities, any member of Perma-Pipe’s Board of Directors, any executive officer of Perma-Pipe, any employee of Perma-Pipe, or Perma-Pipe’s business. However, you may give truthful and non-malicious testimony if properly subpoenaed to testify under oath.

8. Survival of Post-Termination Obligations. You expressly acknowledge that the Employment Agreement has obligations which survive beyond the Separation Date. These include, but are not limited to, Sections 6 and 7 of the Employment Agreement, which reference and incorporate the Confidentiality Agreement and Non-Solicitation/Non-Compete Agreement

Karl J. Schmidt

September 24, 2018

executed by you and attached as Exhibit B. You agree to comply with these provisions for the applicable period post-employment. You further understand and agree that you continue to be bound by any other confidentiality agreements and restrictive covenants that you entered into during your employment with Perma-Pipe.

9. Termination of Employment Agreement. You agree that, except for the surviving sections and post-termination obligations described in this Agreement, the Employment Agreement entered into by and between you and Perma-Pipe is hereby terminated.

10. Defend Trade Secrets Act Disclaimer. Nothing in this Agreement (or any prior agreement on confidentiality to which you may be subject) diminishes or limits any protection granted by law to trade secrets or relieves you of any duty not to disclose, use, or misappropriate any information that is a trade secret, for as long as such information remains a trade secret. You agree that you will not, in any form or manner, directly or indirectly, divulge, disclose, or communicate to any person, entity, firm, corporation, or any other third party, or utilize for your own personal benefit or for the benefit of any competitor of Perma-Pipe, any confidential information or trade secrets belonging to the Perma-Pipe Entities.

However, nothing in this Agreement (or any prior agreement on confidentiality to which you may be subject) is intended to discourage you from reporting any theft of trade secrets to the appropriate government official pursuant to the Defend Trade Secrets Act of 2016 (“DTSA”) or other applicable state or federal law. Additionally, under the DTSA, a trade secret may be disclosed to report a suspected violation of law and/or in an anti-retaliation lawsuit, as follows:

(i)

An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


(ii)	An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

Nothing in this Agreement (or any prior agreement on confidentiality to which you may be subject) shall limit, curtail or diminish Perma-Pipe’s statutory rights under the DTSA, any applicable state law regarding trade secrets, or common law .

11. Permitted Government Cooperation. You understand that nothing in this Agreement will be construed to prevent you from (a) testifying in response to a lawfully served subpoena, giving truthful testimony under oath, or otherwise complying with lawful court, agency, or other government order; (b) filing a charge with the Equal Employment Opportunity Commission

Karl J. Schmidt

September 24, 2018

(“EEOC”), participating in any EEOC investigation, or otherwise cooperating with the EEOC; (c) filing a complaint or cooperating with any federal, state, or local government or law enforcement agency; or (d) challenging the validity of this Agreement under the Age Discrimination in Employment Act. Further, nothing in this Agreement prohibits you from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, the Inspector General, or any other governmental agency, nor does it prevent you from making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation. Likewise, this Agreement does not limit your right to receive an award for information provided to a government or law enforcement agency; however, this Agreement does prevent you from receiving monetary or financial damages or recoveries from the Company or the other Perma-Pipe Entities which are not based on recovering or receiving an award paid by a government or law enforcement agency.

12. Adequacy of Consideration and Other Acknowledgements. You understand and agree that the payments and benefits provided hereunder by Perma-Pipe are in consideration for the agreements and promises contained in this Agreement (including the General Waiver and Release attached as Exhibit A) and are greater than those to which you are entitled by law, contract, employment policy or practice, or otherwise; that you waive and release all rights to any further compensation, benefits, bonus, severance or termination payments under your employment agreement with Perma-Pipe and any Perma-Pipe Entity plan, policy, program, agreement, guidelines, practice or understanding of any kind, whether written or oral; that each agreement and promise is of the essence of this Agreement; that each agreement and promise is reasonable and necessary to protect and preserve the interests and properties of the Perma-Pipe Entities; that irreparable loss and damage will be suffered by the Perma-Pipe Entities if you breach any of the agreements and promises in this Agreement; that each agreement and promise is separate, distinct and severable from the other agreements and promises and from the other and remaining provisions of this Agreement; that the unenforceability of any agreement or promise shall not affect the validity or enforceability of any other such agreement or promise or any other provision; and that, in addition to any other remedies available to it, Perma-Pipe shall be entitled to both temporary and permanent injunctions to prevent a breach or contemplated breach by you of any agreement or promise contained in this Agreement.

13. Code Section 409A. For purposes of Section 409A of the Internal Revenue Code (and its related regulations and guidance thereunder), the payments described in this Agreement shall be fixed installment payments commencing as set forth herein and any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments so that each payment is designated as a separate payment for purposes of Section 409A of the Internal Revenue Code.

14. Additional Remedies for Breach. In the event that you fail to honor any of the agreements or promises set forth in this Agreement, you shall reimburse Perma-Pipe for any and all expenses, including reasonable attorney's fees, incurred in successfully enforcing such agreement or promise, except that the obligation to pay Perma-Pipe’s attorney’s fees does not apply to any challenge by you to the validity of this Agreement under the Age Discrimination in Employment Act. Further,

Karl J. Schmidt

September 24, 2018

in the event of a breach of any of the agreements or promises set forth in this Agreement, the running of the applicable statute of limitations shall be tolled during the continuation of any such breach.

15. Consideration Period. You understand and acknowledge that you were provided with the original of this Agreement on September 24, 2018; that this Agreement is a contract which can be enforced in court; that, as such, you should take some time to consider your options and to seek information and guidance, as appropriate, regarding the content and effect of each provision of this Agreement; that you have until September 28, 2018 to consider whether to sign the Agreement; and that, if the Agreement is not executed on or before that date, it will be deemed rejected by you on such date and you will not be eligible to receive the payments and benefits provided for under this Agreement.

16. Voluntary and Knowing Execution. You acknowledge that you have voluntarily entered into this Agreement with full knowledge of its benefits and requirements.

17. Entire Agreement Regarding Separation. Except for any pre-existing confidentiality agreements, restrictive covenants, invention, patent, or copyright agreements, or other obligations to which you were subject while a Perma-Pipe employee or which you otherwise entered into in connection with your employment with Perma-Pipe (including the Confidentiality Agreement and Non-Solicitation/Non-Compete Agreement attached as Exhibit B), each of which remains fully in effect, and except as otherwise provided in this Agreement, this is the whole Agreement between you, Perma-Pipe and the other Perma-Pipe Entities regarding your separation from employment. No promises or oral or written statements have been made to you other than those in this Agreement.

18. Amendment, Severability, and Waiver. This Agreement may not be amended except in a writing that is signed by you and Perma-Pipe. If any portion of this Agreement is found to be illegal or unenforceable, you agree that all other portions that can be separated from it or appropriately limited in scope, shall remain fully valid and enforceable to the fullest extent possible. Any failure by the Parties to enforce any of the provisions of this Agreement shall not be construed to be a waiver of such provisions or any right to enforce each and every provision in the future. A waiver of any breach of this Agreement shall not be construed as a waiver of any other or subsequent breach.

19. Final and Binding Effect. You understand that if you sign this Agreement, it will have a final and binding effect upon you and your heirs, legal representatives, assigns, executors and administrators.

20. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the substantive laws of Delaware without regard to its conflict of law provisions or the laws of any other jurisdiction.

21. Effect of Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.

Karl J. Schmidt

September 24, 2018

If this letter accurately sets forth our understanding and agreement, please sign this Agreement and the attached General Waiver and Release and return them to me so that they are received on or before September 28, 2018.

Sincerely,

/s/ David Mansfield

David Mansfield

President and CEO

Accepted:

BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, I FULLY UNDERSTAND IT, I AGREE TO ALL OF THE AGREEMENT’S TERMS.

/s/ Karl J. Schmidt

Karl J. Schmidt

Date: September 28, 2018

EXHIBIT A

GENERAL WAIVER AND RELEASE

In consideration of the actions, benefits and payments to be provided to me pursuant to the Agreement between the undersigned and Perma-Pipe International Holdings, Inc. (“Perma-Pipe”), dated September 24, 2018 (the "Agreement"), of which this Exhibit A is an essential part thereof, I agree:

A. To waive, release and forever discharge Perma-Pipe, the other Perma-Pipe Entities, their related companies and institutions, and each of their present, former and future employees, officers, directors, administrators, attorneys, agents, successor and assigns of the aforementioned entities (hereinafter collectively referred to as the "Released Parties") from any and all matters, claims, actions, demands, causes of action, attorney’s fees and costs, debts, accounts, obligations, or liabilities, of every nature and kind whatsoever in law, equity, tort or contract, whether liquidated or unliquidated, whether now known or unknown, including, but not limited to, any and all claims arising under Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act, as amended; the Age Discrimination in Employment Act (ADEA); the Illinois Human Rights Act; the Reconstruction Era Civil Rights Acts (42 U.S.C. §§ 1981-1988); Executive Order 11246; the Rehabilitation Act of 1973; the Civil Rights Act of 1991; the Employee Retirement Income Security Act of 1974; federal, state, and local family and medical leave laws including, but not limited to, the Family and Medical Leave Act; federal, state, and local wage and hour laws including, but not limited to, the Fair Labor Standards Act and Illinois Wage Payment and Collection Act; federal, state, and local whistleblower laws; the Consolidated Omnibus Budget Reconciliation Act; the National Labor Relations Act; the Equal Pay Act; the Genetic Information Nondiscrimination Act; the Occupational Safety and Health Act; the Sarbanes-Oxley Act; federal and state common law; any laws that provide for the payment of attorneys’ fees, costs, expenses, or liquidated or punitive, exemplary or statutory damages; and any other federal, state, or local laws or regulations of any kind, arising out of my employment with Perma-Pipe and separation therefrom, that I now have or may have at any time prior to or as of the date I sign this General Waiver and Release (the "Released Claims"). The Released Claims also include but are not limited to, any claims for wrongful termination, constructive discharge, breach of contract, defamation, misrepresentation, violation of public policy, whistleblower or other retaliation, invasion of privacy, any other tort, contract, statutory, common law, or other claims of any kind. The release also includes a release of any claims arising out of my Executive Employment Agreement with Perma-Pipe (including, but not limited to, claims for severance or other benefits provided for in the event of a Termination by the Company Without Cause or a Termination by me for Good Reason), any Perma-Pipe policy, practice, benefit plan document, or other contract or agreement. Finally, the Released Claims also include any claim to rescind the Agreement or this General Waiver and Release. However, I understand that nothing in this General Waiver and Release prevents me from (a) testifying in response to a lawfully served subpoena, giving truthful testimony under oath, or otherwise complying with lawful court, agency, or other government order; (b) filing a charge with the Equal Employment Opportunity Commission (“EEOC”), participating in any EEOC investigation, or otherwise cooperating with the EEOC; (c) filing a complaint or cooperating with any federal, state, or local government or law enforcement agency; or (d) challenging the validity of this Agreement under the Age Discrimination in Employment Act. Further, I understand that nothing in this Agreement prohibits me from reporting a possible violation of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, the Inspector General, or any other governmental agency, nor does it prevent me from making other disclosures that are protected under any whistleblower provision of federal, state, or local law or regulation. Likewise, this Agreement does not limit my right to receive an award for information provided to a government or law enforcement agency; however, this Agreement does prevent me from receiving monetary or financial

damages or recoveries from Perma-Pipe or the other Perma-Pipe Entities which are not based on recovering or receiving an award paid by a government or law enforcement agency.

B. That all of the obligations I have undertaken in this General Waiver And Release will be binding upon my heirs, legal representatives and assigns, executors and administrators.

C. That this General Waiver and Release is freely and voluntarily executed, that I have had adequate time to consider this matter and obtain such information and guidance from others as I desire, and that no promise, inducement, or agreement not set forth herein or in the Agreement has been made to me.

D. I understand that this General Waiver and Release creates certain obligations on my part and waives and releases certain rights I may have.

E. I acknowledge that I have read this entire Agreement, that I have had the opportunity to consult with others, including counsel, if desired, and that I understand all of the terms and knowingly and voluntarily enter into this Agreement. I am receiving valuable consideration to which I am not otherwise entitled. I am waiving and releasing claims against Released Parties that exist as of the date of my execution of this Agreement.

By signing below, I willingly accept and agree to this General Waiver and Release and I fully and voluntarily intend to be legally bound by it.

/s/ Karl J. Schmidt

Karl J. Schmidt

September 28, 2018

Date

EXHIBIT B

CONFIDENTIALITY AGREEMENT AND NON-SOLICITATION/NON-COMPETE AGREEMENT

Confidentiality

To the fullest extent permitted by applicable law, the terms of the Confidentiality Agreement executed by the Employee are incorporated by reference into this Employment Agreement and are made a part hereto as if they appeared in this Employment Agreement itself. This agreement will extend for the duration of the severance period.

Non-Solicitation/Non-Compete

To the fullest extent permitted by applicable law, the terms of the Non-Solicitation/Non-Compete Agreement executed by the Employee are incorporated by reference into this Employment Agreement and are made a part hereto as if they appeared in this Employment Agreement itself. This agreement will extend for the duration of the severance period.

COMPANY: Perma-Pipe International Holdings, Inc.

CONTACTS: David Mansfield, President and CEO

Perma-Pipe Investor Relations

847.929.1200

investor@permapipe.com

Perma-Pipe International Holdings Announces the Appointment of

D. Bryan Norwood as Vice President and CFO

Long time financial executive Karl J. Schmidt informed the Board of his intention to retire. PPIH announces appointment of Oil and Gas industry veteran D. Bryan Norwood to the role of Vice President and CFO

NILES, IL, October 01, 2018 - Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH) today announced changes to its executive team, including the appointment of Mr. D. Bryan Norwood as Vice President and CFO effective November 01, 2018. As Vice President and CFO, Bryan is charged with leadership, oversight and execution of all PPIH financial matters and serves as a key business advisor to the senior leadership team and Board of Directors. Bryan replaces long time financial executive Mr. Karl J. Schmidt who informed the board of his retirement from PPIH effective October 31, 2018.

President and CEO David Mansfield commented, “I am pleased that Bryan has agreed to join PPIH as Vice President and CFO to lead the company’s Finance group. In addition to his financial responsibilities, Bryan provides leadership to the IT and Legal functions, serves a member of the Ethics and Compliance Committee and acts as Corporate Secretary to the Board. Bryan’s background and scope of experience in the Oil and Gas industry will add momentum through the transition and ultimately have a positive impact to this critical role. I am convinced Bryan’s success in the industry, leadership skills and his sense of urgency will complement our vision and impact our continued growth and success in our industry.”

Bryan has extensive experience working globally including North and South America, Europe, Asia, Middle East and the United Kingdom. His scope of experience covers both public and private sectors in a variety of industries including Environmental and Energy Services, Oil and Gas, Engineering, and Data Systems. Bryan joins us from Key Energy Services, Inc. which provides innovative energy production solutions and services to the Oil and Gas industry. Prior to that, Bryan served at API Perforating, LLC, Dupre’ Energy Services, LLC, HydroChemPSC Environmental Services, and Shawcor. Over his career, Bryan has held a variety of financial leadership roles in treasury, tax, audit and accounting.

Chairman of the Board David S. Barrie commented, “The Board welcomes Bryan in joining the company as Vice President and CFO. We are excited by the breadth of financial experience and industry knowledge he brings to PPIH. We have no doubt that Bryan will play a key role, as we continue to build the PPIH brand and business globally.”

Mr. Norwood commented, “I'm excited to join the team at PPIH and look forward to helping drive the Company's performance and capabilities.”

Mr. Mansfield concluded, “I would like to extend my sincere thanks to Karl for the significant contributions he has made to the company. He has played an instrumental role in many of the changes in the Company’s strategic direction during his tenure and wish him the very best in his retirement.”

Perma-Pipe International Holdings, Inc.

Perma-Pipe International Holdings, Inc. (Nasdaq: PPIH) is a global leader in pre-insulated piping and leak detection systems for oil and gas gathering, district heating and cooling, and other applications. It uses its extensive engineering and fabrication expertise to develop piping solutions that solve complex challenges regarding the safe and efficient transportation of many types of liquids. In total, Perma-Pipe has operations at seven locations in five countries.

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