Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2021, Nuverra Environmental Solutions, Inc. (the "Company")
announced that Robert Y. Fox, President and Chief Operating Officer, will be
departing the Company and that his last day of employment will be July 23, 2021.
In connection with his departure, Mr. Fox will receive the following payments
and other benefits, which are substantially consistent with the payments and
benefits he is entitled to receive under Section 9.a of his existing Employment
Agreement dated as of June 18, 2018 (as amended, the "Fox Employment
Agreement"): (i) a lump sum payment, to be paid within sixty (60) days following
the last day of employment, equal to 12 months of Mr. Fox's base salary,
calculated based on the annual salary in effect prior to a voluntary salary
reduction agreed to by Mr. Fox in April 2020, plus 12 months of COBRA premiums
under the Company's group health, dental and vision plans based on Mr. Fox's
current coverage status; and (ii) accelerated vesting of certain unvested
time-based restricted stock units previously issued to Mr. Fox. As contemplated
by the Fox Employment Agreement, the parties intend to enter into a Release
Agreement that will contain, among other things, a mutual release of claims
between the Company and Mr. Fox and a reaffirmation by Mr. Fox of certain
post-employment restrictive covenants contained in the Fox Employment Agreement.
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