Good Reason shall mean the occurrence of one or more of any of the
following without Employees consent within one year of the effective date of a Change in Control:
(1) A material diminution in
Employees base compensation, authority, duties or responsibilities from those in effect immediately prior to the date a Change in Control occurs;
(2) The requirement that Employee primarily perform services under this Agreement from a location that is thirty (30) miles or greater
from the location at which Employee was required to primarily perform services immediately prior to the date a Change in Control occurs; or
(3) Any other action or inaction by the Company that constitutes a material breach of this Agreement.
Good Reason shall only be found to exist where (x) Employee provided written notice to Company of the existence of one of the
above conditions within 90 days of the initial existence of such condition, (y) the Company was provided 30 days from the date of Employees notice to remedy that condition (the Cure Period), and (z) the
condition was not remedied by the Company during the Cure Period.
||Special Rules Pertaining to Termination. For purposes of this Agreement, Employees employment will not be considered to have terminated unless, as a result of a termination, Employee has had a
separation from service (as that term is defined in Treas. Reg. § 1.409A-1(h)) with the Key Energy Controlled Group. The term Key Energy
Controlled Group means the group of corporations and trades or businesses (whether or not incorporated) composed of the Company and every entity or other person which together with the Company constitutes a single service
recipient (as that term is defined in Treas. Reg. § 1.409A-1(g)) as the result of the application of Treas. Reg. § 1.409A-1(h)(3).
5. Protection of Confidential Information. During Employees employment relationship with the Company,
the Company has provided and will continue to provide access to information that is among its increasing body of trade secrets, engineering data, proprietary data, intellectual property, customer data, or other confidential information of the Key
Companies, which will be necessary for Employee to perform his duties and responsibilities to the Company. Employees position is a position of trust and confidence that involves working with the Key Companies Confidential Information and
developing additional Confidential Information for use by the Key Companies. The Company has disclosed and will continue to disclose or grant access to Confidential Information to Employee after Employees execution and delivery of this
Agreement, in which Employee agrees to protect Confidential Information and in which Employee acknowledges the terms of which are no more restrictive than necessary to protect the Key Companies legitimate business interests, including
Confidential Information and goodwill.
Employment Agreement of