X0206 3 2020-01-06 0 0000928054 FLOTEK INDUSTRIES INC/CN/ FTK 0001189981 GIBSON JOHN W JR 10603 W. SAM HOUSTON PKWY N., SUITE 300 HOUSTON TX 77064 1 1 0 0 CEO and President Restricted Stock Units Common Stock 570000 D Stock Options (right to buy) 1.93 2029-12-21 Common Stock 1000000 D Stock Options (right to buy) 1.93 2026-12-31 Common Stock 2000000 D Right to Purchase Common Stock 2019-12-22 2020-03-21 Common Stock D The restricted stock units vest in five equal annual installments beginning on December 22, 2020. Each restricted stock unit represents a contingent right to receive one share of Flotek Industries, Inc. ("FTK") common stock. The stock options vest in five equal annual installments beginning on December 22, 2020. 33% of the stock options vest upon FTK common stock achieving a market price of $3.60; 66% of the stock options vest upon FTK common stock achieving a market price of $5.40; 100% of the stock options vest upon FTK common stock achieving a market price of $7.20, in each case over a 20-day consecutive trading day period from time to time during the performance period from January 1, 2020 through December 31, 2024. If the 20 consecutive day market price during such period is greater than $1.93 but less than $7.20, then the percentage of the stock option that will vest will be determined using linear interpolation as set forth in the reporting person's award agreement. The reporting person has the right to purchase up to the lesser of: (a) 0.99% of the number of shares of FTK common stock outstanding immediately before such issuance, and (b) $500,000 of shares of FTK common stock. The right to purchase common stock is exercisable at the then-current market price of the shares of FTK common stock on the date or dates of purchase. Exhibit 24 - Section 16 Power of Attorney. /s/ Elizabeth T. Wilkinson, Attorney-in-Fact 2020-01-10