Item 5.02 Departures of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.




Newton W. "Trey" Wilson III

As previously disclosed by ProPetro Holding Corp. (the "Company") in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 19, 2022, Newton W. ("Trey") Wilson III resigned from his position as General Counsel and Corporate Secretary of the Company, effective December 31, 2022 (the "Separation Date"). Effective as of the Separation Date, the Company and Mr. Wilson entered into a Resignation from Employment Agreement (the "Resignation Agreement"), memorializing the terms of his termination of employment. The Resignation Agreement provides that Mr. Wilson shall receive the following payments and benefits following the Separation Date, subject to his execution and non-revocation of the Resignation Agreement, which includes a release of claims, and his compliance with certain restrictive covenants, including obligations regarding confidentiality, non-competition, non-solicitation and non-disparagement: (i) the 75,149 restricted stock units ("RSUs") held by Mr. Wilson on the Separation Date vested as of the Separation Date and (ii) the service requirement associated with the 101,604 performance share units ("PSUs") held by Mr. Wilson on the Separation Date was deemed to be fulfilled and the PSUs will remain outstanding and will vest, if at all, based on the Company's actual performance over the applicable performance period. The RSUs are required to be settled following the date that the Resignation Agreement becomes irrevocable but no later than thirty days following the Separation Date. The PSUs are required to be settled, if at all, at the time originally specified in the applicable award agreement. In addition, the Resignation Agreement provides that the Company will pay for the reasonable attorneys' fees incurred by Mr. Wilson in connection with the negotiation of the Resignation Agreement. The Resignation Agreement also provides that Mr. Wilson will be entitled to receive a full annual bonus for the 2022 fiscal year.

The foregoing description of the Resignation Agreement is not complete and is qualified in its entirety to the full text of the Resignation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

John J. "Jody" Mitchell

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on December 19, 2022, John J. "Jody" Mitchell was appointed as General Counsel and Corporate Secretary of the Company, effective as of January 1, 2023. In connection with his appointment, the Company entered into an Indemnification Agreement with Mr. Mitchell (the "Indemnification Agreement") pursuant to which the Company will be required to indemnify Mr. Mitchell to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company and to advance him expenses incurred as a result of any proceeding against him to which he could be indemnified.

The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit
 Number                            Description of Exhibit
  10.1       Resignation from Employment Agreement, effective as of December 31,
           2022, by and between Newton W. Wilson III, ProPetro Services Inc. and,
           solely for the purposes set forth therein, ProPetro Holding Corp.
  10.2       Form of Indemnification Agreement for Officers and Directors of
           ProPetro Holding Corp. (incorporated by reference to Exhibit 10.33 to
           ProPetro Holding Corp.'s Annual Report on Form 10-K for the year ended
           December 31, 2018).
  104      Cover Page Interactive Data File. The cover page XBRL tags are embedded
           within the inline XBRL document (contained in Exhibit 101)




  2

© Edgar Online, source Glimpses