8-K

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): December 16, 2020

  __________________________________

Nuverra Environmental Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

  __________________________________

Delaware	001-33816	26-0287117
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6720 N. Scottsdale Road, Suite 190, Scottsdale, AZ 85253

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (602) 903-7802

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

________________________________ 

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 (see General Instruction A.2.):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	NES	NYSE American

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
☐	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.

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

Amendments to Employment Agreements of Certain Officers

On December 16, 2020, Nuverra Environmental Solutions, Inc. (the “Company”) entered into amendments to the existing employment agreements of Mr. Charles K. Thompson, the Company’s Chairman of the Board and Chief Executive Officer (the “Thompson Amendment”), and Mr. Eric Bauer, the Company’s Executive Vice President and Interim Chief Financial Officer (the “Bauer Amendment”).

Under the Thompson Amendment, the existing Employment Agreement dated as November 19, 2018 (as previously amended, the “Existing Thompson Agreement”) between the Company and Mr. Thompson was amended to (i) revise the definition of “Term of Employment” to specify December 31, 2021 as the last day of the Term of Employment, unless Mr. Thompson’s employment with the Company is terminated prior to such date in accordance with the terms of thereof; (ii) revise the definition of “Good Reason” to include the termination of Mr. Thompson’s employment at the end of the defined Term of Employment, without regard to any notice and cure provisions contained in such definition; and (iii) modify the amounts payable to Mr. Thompson upon termination of employment without Cause or for Good Reason to include, in addition to the other amounts and benefits set forth therein, a lump sum severance payment equal to the sum of 18 months base salary (increasing by an additional one-half month for each calendar month elapsed, up to a maximum of 24 months) plus 18 months of the Company’s COBRA premiums in effect on the date of termination (increasing by an additional one-half month for each calendar month elapsed, up to a maximum of 24 months), provided that for purposes of calculating the foregoing lump sum severance payment the annual base salary shall be the greater of $600,000 or Mr. Thompson’s actual annual base salary as in effect on the termination date. The Thompson Amendment also revised the Existing Thompson Agreement to provide for the issuance to Mr. Thompson, on or prior to June 30, 2021, of time-based restricted stock units (“TRSUs”) representing an aggregate of 65,823 shares of common stock and for the accelerated issuance and vesting of such TRSUs upon a termination of employment without Cause or for Good Reason.

Under the Bauer Amendment, the existing Employment Agreement dated as April 3, 2020 (the “Existing Bauer Agreement”) between the Company and Mr. Bauer was amended to modify the amounts payable to Mr. Bauer upon termination of employment without Cause or for Good Reason to include, in addition to the other amounts and benefits set forth therein, a lump sum severance payment equal to the sum of 12 months base salary (increasing by an additional one-half month for each calendar month elapsed, up to a maximum of 18 months) plus 12 months of the Company’s COBRA premiums in effect on the date of termination (increasing by an additional one-half month for each calendar month elapsed, up to a maximum of 18 months),

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Thompson Amendment, the Bauer Amendment, or their respective employment agreements (as previously amended and as amended thereby). The above description is qualified in its entirety by reference to the full text of the Existing Thompson Agreement and the Existing Bauer Agreement, and to the Thompson Amendment and the Bauer Amendment which are filed as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Grants of Restricted Stock Units

On December 16, 2020, the Company granted TRSUs to its executive officers pursuant to the Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan (the “Plan”) and a Notice of Grant of Restricted Stock Units and Award Agreement (the “Grant Agreement”) entered into between the Company and each of the individual TRSU grantees. The Grant Agreements are subject to the terms and conditions of the Plan. The TRSUs granted to Mr. Thompson will represent, upon settlement, 86,076 shares of the Company’s common stock and are scheduled to vest in full on December 31, 2021. The TRSUs granted to Mr. Robert Y. Fox (the President and Chief Operating Officer of the Company), Mr. Bauer and Mr. Joseph M. Crabb (the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary) will represent, upon settlement, 84,388, 42,194, and 42,194 shares, respectively, of the Company’s common stock and are scheduled to vest one-half on December 31, 2021 and one-half on December 31, 2022. All TRSUs are subject to potential accelerated vesting in the event the executive’s employment is terminated without “Cause” or with “Good Reason” prior to scheduled vesting, as such terms are defined in the applicable executive’s employment agreement.

The foregoing description of the Plan and the Grant Agreements do not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Nuverra’s Current Report on Form 8-K filed with the SEC on February 23,

2018) and the Form of Notice of Grant of Time-Based Restricted Stock Units and Award Agreement (incorporated herein by reference to Exhibit 10.3 to Nuverra’s Current Report on Form 8-K filed with the SEC on February 23, 2018).

Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

Exhibit Number	Description
10.1	Amendment to Employment Agreement (Charles K. Thompson)
10.2	Amendment to Employment Agreement (Eric Bauer)

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment to Employment Agreement (Charles K. Thompson)
10.2	Amendment to Employment Agreement (Eric Bauer)

SIGNATURES

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.

	NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
Date: December 17, 2020	By:	/s/ Joseph M. Crabb
	Name:	Joseph M. Crabb
	Title:	Executive Vice President and Chief Legal Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of December 16, 2020 (the “Effective Date”) is entered into by and between Charles K. Thompson (“Employee”) and Nuverra Environmental Solutions, Inc. (the “Company”) (each of the Employee and the Company, a “Party,” and collectively, the “Parties”).

WHEREAS, the Company and Employee have previously entered into that certain Employment Agreement dated as November 19, 2018 (as previously amended, the “Existing Agreement”) pursuant to which the Company employs Employee in the capacity of Chief Executive Officer of the Company on the terms and conditions set forth therein; and

WHEREAS, the Company and Employee mutually desire to amend the terms of the Existing Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the Parties’ mutual desire to continue the employment relationship between Employee and the Company as well as the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Amendment to Section 2.k.iv

Section 2.k.iv of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(iv)    The end of the Term of Employment pursuant to clause (ii) of Section 2.q. below, provided, however, the notice and cure provisions set forth in the opening paragraph of the definition of “Good Reason” shall not apply and the Termination Date, for all purposes of this Agreement (including without limitation Section 9.a hereof), shall be December 31, 2021.”

2.Amendment to Section 2.q

Section 2.q of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“q.    “Term of Employment” means the period commencing on the Effective Date and ending on the earlier of (i) a termination of employment pursuant to the terms of this Agreement, and (ii) December 31, 2021 (the “Term of Employment End Date”).”

3.Amendment to Section 5.b

Section 2.b of the Existing Agreement is hereby amended to add a new subsection 5.b.iii to read as follows:

-1-

“(iii) On or prior to June 30, 2021, the Company will issue to Employee a grant of 65,823 time-based Restricted Stock Units under the MIP pursuant to an award agreement substantially in the from previously filed by the Company as an exhibit to its periodic filings with the Securities and Exchange Commission, which Restricted Stock Units will have a scheduled vesting date of December 31, 2021; provided, however, that in the event that Employee is terminated by the Company without Cause or Employee terminates Employee’s employment for Good Reason, the foregoing Restricted Stock Units shall be issued and fully vest effective no later than the Term of Employment End Date.”

4.Amendment to Section 9.a.ii

Section 9.a.ii of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(ii)    The Company shall pay to Employee a lump sum severance pay amount equal to the following amount:

(aa) if the Termination Date is prior to January 1, 2021, the sum of eighteen (18) months of the Base Salary in effect immediately prior to the Termination Date, plus eighteen (18) months of the Company’s COBRA premiums in effect on the Termination Date (based on Employee’s coverage status under the Company’s group health plan on the Termination Date);

(bb) if the Termination Date is on or after January 1, 2021 but prior to December 31, 2021, the sum of a number of months of the Base Salary in effect immediately prior to the Termination Date equal to eighteen (18) months plus one-half of one additional month for each calendar month of 2021 (including the month in which the Termination Date occurs if the Termination Date is on or after the 15th day of such month) elapsed through and including the Termination Date, plus a number of months of the Company’s COBRA premiums in effect on the Termination Date (based on Employee’s coverage status under the Company’s group health plan on the Termination Date) equal to eighteen (18) months plus one-half of one additional month for each calendar month of 2021 (including the month in which the Termination Date occurs if the Termination Date is on or after the 15th day of such month) elapsed through and including the Termination Date; or

(cc) if the Termination Date is on the Term of Employment End Date of December 31, 2021, the sum of twenty-four (24) months of the Base Salary in effect immediately prior to the Termination Date, plus twenty-four (24) months of the Company’s COBRA premiums in effect on the Termination Date (based on Employee’s coverage status under the Company’s group health plan on the Termination Date);”

-2-

5.No Other Amendments

Other than the amendments expressly set forth in Section 1, Section 2, Section 3 and Section 4 of this Amendment, no other provisions of the Existing Agreement are amended, modified or waived by this Amendment, and the Parties hereby ratify and confirm the Existing Agreement (as amended hereby) in all respects.

6.Headings

The headings in this Amendment are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Amendment.

7.Counterparts

This Amendment may be executed in one (1) or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument, and the Parties shall be entitled to sign and transmit an electronic signature of this Amendment (whether by facsimile, PDF or other email transmission).

8.Governing Law

This Amendment shall be interpreted in accordance with and governed by the laws of the State of Delaware, without regard for any conflict/choice of law principles.

[Signatures appear on following page]

-3-

IN WITNESS WHEREOF, Employee and the Company have executed this Amendment as of the day and year first above written.

NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
By:	/s/ Michael Y. McGovern
Name:	Michael Y. McGovern
Its:	Chairman of the Compensation and Nominating Committee of the Board of Directors

EMPLOYEE:

/s/ Charles K. Thompson

Charles K. Thompson

-4-

EX-10.2

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of December 16, 2020 (the “Effective Date”) is entered into by and between Eric Bauer (“Employee”) and Nuverra Environmental Solutions, Inc. (the “Company”) (each of the Employee and the Company, a “Party,” and collectively, the “Parties”).

WHEREAS, the Company and Employee have previously entered into that certain Employment Agreement dated as April 3, 2020 (the “Existing Agreement”) pursuant to which the Company employs Employee in the capacity of Executive Vice President and Interim Chief Financial Officer of the Company on the terms and conditions set forth therein; and

WHEREAS, the Company and Employee mutually desire to amend the terms of the Existing Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the Parties’ mutual desire to continue the employment relationship between Employee and the Company as well as the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Amendment to Section 3

Section 3 of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“3.    Payments and Benefits Upon Termination Without Cause or Resignation for Good Reason. If during the Term of Employment (as defined below), either (x) the Employee’s employment is terminated by the Company or its successor for any reason other than for Cause, or (y) the Employee resigns for Good Reason (the effective date of any such termination of employment being referred to herein as the “Termination Date”), then the Employee shall be entitled to severance pay and benefits, all of which shall be paid by the Company less applicable withholdings for taxes and other deductions required by law, consisting of:

(a) if the Termination Date is prior to January 1, 2021, the sum of twelve (12) months of Base Salary in effect immediately prior to the Termination Date, plus, provided the Employee timely elects continuation coverage in the Company’s group health and dental plan continuation coverage under Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”) and Part 6 of Subtitle B of Title I of the Employee Retirement Income security Act of 1974, as amended (“COBRA”), twelve (12) months of COBRA premiums (based on Employee’s coverage status under the Company’s group health plan on the Termination Date);

    -1-

(b) if the Termination Date is on or after January 1, 2021 but prior to December 31, 2021, the sum of a number of months of the Base Salary in effect immediately prior to the Termination Date equal to twelve (12) months plus one-half of one additional month for each calendar month of 2021 (including the month in which the Termination Date occurs if the Termination Date is on or after the 15th day of such month) elapsed through and including the Termination Date, plus provided the Employee timely elects COBRA continuation coverage, a number of months of COBRA premiums (based on Employee’s coverage status under the Company’s group health plan on the Termination Date) equal to twelve (12) months plus one-half of one additional month for each calendar month of 2021 (including the month in which the Termination Date occurs if the Termination Date is on or after the 15th day of such month) elapsed through and including the Termination Date; or

(c) if the Termination Date is on or after December 31, 2021, the sum of twenty eighteen (18) months of the Base Salary in effect immediately prior to the Termination Date, plus provided the Employee timely elects COBRA continuation coverage, eighteen (18) months of COBRA premiums (based on Employee’s coverage status under the Company’s group health plan on the Termination Date).

All payments under this Section 3 are conditioned upon the Employee’s execution of a separation agreement substantially in the form attached as Exhibit A hereto. The payments described in this Section 3 shall be provided to the Employee within sixty (60) days after the Employee’s termination of employment date, in each case provided the Employee has executed the separation agreement described herein and such agreement has become and, at the time of payment, remains enforceable. ”

2.Amendment to Section 6(a)(i)

Section 6(a)(i) of the Existing Agreement is hereby amended and restated in its entirety to read as follows:

“(i)    Non-Competition. During Employee’s employment and until twelve (12) months after the date on which Employee’s employment terminates (the “Non-Compete Period”) (which shall not be reduced by (a) any period of violation of this Agreement by Employee or (b) if the Company is the prevailing party in any litigation to enforce its rights under this section, the period which is required for such litigation), without the express written approval of a majority of the Board, Employee will not directly or indirectly, Compete (as defined below) against Company anywhere in the Market (as defined below).”

-2-

3.No Other Amendments

Other than the amendments expressly set forth in Section 1 and Section 2 of this Amendment, no other provisions of the Existing Agreement are amended, modified or waived by this Amendment, and the Parties hereby ratify and confirm the Existing Agreement (as amended hereby) in all respects.

4.Headings

The headings in this Amendment are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Amendment.

5.Counterparts

This Amendment may be executed in one (1) or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument, and the Parties shall be entitled to sign and transmit an electronic signature of this Amendment (whether by facsimile, PDF or other email transmission).

6.Governing Law

This Amendment shall be interpreted in accordance with and governed by the laws of the State of Delaware, without regard for any conflict/choice of law principles.

[Signatures appear on following page.]

-3-

IN WITNESS WHEREOF, Employee and the Company have executed this Amendment as of the day and year first above written.

NUVERRA ENVIRONMENTAL SOLUTIONS, INC.
By:	/s/ Charles K. Thompson
Name:	Charles K. Thompson
Its:	Chairman and Chief Executive Officer

EMPLOYEE:

/s/ Eric Bauer

Eric Bauer

-4-

XML

Cover	Dec. 16, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 16, 2020
Entity Registrant Name	Nuverra Environmental Solutions, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33816
Entity Tax Identification Number	26-0287117
Entity Address, Address Line One	6720 N. Scottsdale Road
Entity Address, Address Line Two	Suite 190
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85253
City Area Code	602
Local Phone Number	903-7802
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	NES
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0001403853
Amendment Flag	false