Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Mr.
Bobby Chapman notified Eco-Stim Energy Solutions, Inc. (the “Company”), that he intends to resign as Chief Operating
Officer of the Company, effective August 1, 2017, to assume the role of Vice President of Corporate Development and M&A.
Mr.
Chapman was appointed in December 2013. During his tenure, the Company successfully completed the start of operations in Argentina,
established a solid reputation in that market and introduced new technology to the market in Oklahoma. Mr. Chapman will remain
a member of the Company’s leadership team in his new role as Vice President of Corporate Development and M&A.
On
July 19, 2017 and pursuant to the Company’s Second Amended and Restated Bylaws, as amended, the Company’s
Board of Directors appointed Barry Ekstrand, the Company’s Senior Vice President of Operations – North
America, to the position of Chief Operating Officer, effective August 1, 2017, filling a vacancy created by the resignation
of Mr. Chapman. Mr. Ekstrand, age 59, has no family relationships with any of the Company’s directors or executive
officers.
Mr.
Ekstrand has served as the Company’s Senior Vice President of Operations – North America since March 2017. Prior to
joining the Company and since January 2016, Mr. Ekstrand served as an Executive-in-Residence at Republic Chemical Technologies
(“RCT”), a portfolio company of the CSL Energy Fund, focusing on the application of chemical technologies and services
in the energy industry. Mr. Ekstrand served as a freelance consultant in the energy services industry from October 2015 to January
2016. From May 2015 to October 2015, Mr. Ekstrand served as President of the Chemical Services Division of Chem Rock Technologies,
a supplier of chemical products and services to the oil and gas industry, including additives and frac chemical for well fracturing
and coiled tubing fluid. From October 2014 to May 2015, Mr. Ekstrand worked as a freelance consultant in the energy services industry.
From May 2012 to October 2014, Mr. Ekstrand served first as Vice President – Coiled Tubing, and then as Sr. Vice President,
Completion Services, for Key Energy Services, a company providing an array of onshore energy production services and solutions
(“Key Energy”). Prior to Key Energy, from 2010 to 2012 Mr. Ekstrand served as President of CRS Proppants, a provider
of resin coated sands for oil and gas well fracturing applications. He also served in various positions with Weatherford International
from 2002 to 2010, including as its Global Vice President, Reservoir Stimulation & Pressure Pumping Business Unit, where he
helped build a global pressure pumping business with revenues in excess of $600 million. Mr. Ekstrand began his career with Halliburton
Energy Services, where he served in various positions from 1980 to 2002, including as Global Strategic Business Manager and Country
Manager. Mr. Ekstrand received an MBA from California State University, Bakersfield (1993), a BS in Chemical Engineering from
California State Polytechnic University, Pomona (1980), and is named as an inventor of eight U.S. patents.
The
Company entered into an employment agreement with Mr. Ekstrand effective as of April 5, 2017 (the “Employment Agreement”),
which is not being modified in connection with Mr. Ekstrand’s transition into the role of Chief Operating Officer.
The
Employment Agreement provides for an adjusted initial Base Salary (as defined in the Employment Agreement) of $262,000 per year
and a target annual bonus equal to a maximum of seventy-five percent (75%) of Mr. Ekstrand’s Base Salary. In the event the
Company involuntarily terminates Mr. Ekstrand’s employment without Cause or Mr. Ekstrand terminates his employment with
the Company for Good Reason (each as defined in the Employment Agreement and in each case, a “Termination Event”),
and subject to Mr. Ekstrand delivering to the Company an executed Release (as defined in the Employment Agreement), the Employment
Agreement provides for a payment of an amount equal to his Base Salary payable for one year (the “Severance Payment”),
at the rate in effect immediately before the Termination Event. The Severance Payment is payable in a lump sum on the first payroll
date on or immediately after the sixtieth (60
th
) day following the Termination Date (as defined in the Employment Agreement),
provided that the Release has become effective on such date in accordance with its terms. Equity or equity-based awards will be
treated in accordance with the applicable plan and award agreement.
The
Employment Agreement also contains covenants regarding non-competition, non-solicitation, conflicts of interest, confidentiality
and work product, among other terms and conditions.
The
foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto.