INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This Indemnification Agreement (the “Agreement”) is made as of by and between Civeo Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
CIVEO CORPORATIONIndenture • July 29th, 2016 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • New York
INDENTURE dated as of [______ __, ______] between Civeo Corporation, a British Columbia limited company (the “Company”), and [_____________], a [_____________], as trustee (the “Trustee”).
US-DOCS\117434314.2 =========================================================================== FIRST AMENDMENT TO SYNDICATED FACILITY AGREEMENT dated as of March 31, 2023 among CIVEO CORPORATION, CIVEO PTY LIMITED and CIVEO MANAGEMENT LLC, as...Syndicated Facility Agreement • April 28th, 2023 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • New York
EXECUTIVE AGREEMENTExecutive Agreement • November 3rd, 2015 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This Executive Agreement (“Agreement”) between Civeo Corporation, a Delaware corporation (the “Company”), and Allan D. Schoening (the “Executive”) is made and entered into effective as of the date of December 15, 2014 (the “Effective Date”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN OIL STATES INTERNATIONAL, INC. AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Employee Matters Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Oil States and Civeo are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
DEFERRED STOCK AGREEMENTDeferred Stock Agreement • April 22nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
THIS AGREEMENT is made as of (the “Effective Date”) between Civeo Corporation, a Delaware corporation (the “Company”), and (“Employee”).
Civeo Corporation 20,000,000 Common Shares Underwriting AgreementCiveo Corp • February 7th, 2017 • Hotels, rooming houses, camps & other lodging places • New York
Civeo Corporation, a British Columbia, Canada limited company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 common shares, without par value (“Common Shares”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Common Shares (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriter shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 20
TRANSITION SERVICES AGREEMENT BY AND BETWEEN OIL STATES INTERNATIONAL, INC. AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Transition Services Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This TRANSITION SERVICES AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Civeo Corporation, a Delaware corporation (“Civeo”), and Oil States International, Inc., a Delaware corporation (“Oil States”). Civeo and Oil States are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party.” Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in the Separation and Distribution Agreement (as defined below).
NOMINATION AND SUPPORT AGREEMENTNomination and Support Agreement • October 27th, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This Nomination and Support Agreement dated October 22, 2014 (the “Agreement”) is by and between JANA Partners LLC (“JANA”) and Civeo Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in Article I.
INDEMNIFICATION AND RELEASE AGREEMENT BY AND BETWEEN OIL STATES AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Indemnification and Release Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This INDEMNIFICATION AND RELEASE AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in Article I or in the Separation and Distribution Agreement dated as of May 27, 2014 (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).
TAX SHARING AGREEMENT BY AND BETWEEN OIL STATES INTERNATIONAL, INC. AND CIVEO CORPORATION DATED AS OF MAY 27, 2014Tax Sharing Agreement • June 2nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Delaware
This TAX SHARING AGREEMENT, made and entered into effective as of May 27, 2014 (the “Agreement”), is by and between Oil States International, Inc., a Delaware corporation (“Oil States”), and Civeo Corporation, a Delaware corporation and wholly owned subsidiary of Oil States (“Civeo”). Each of Oil States and Civeo is sometimes referred to herein as a “Party” and, collectively, the “Parties.”
ASSIGNMENT AND ASSUMPTION AGREEMENTExecutive Agreement • April 22nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This Assignment and Assumption Agreement (this “Assignment”) is made and entered into this ___ day of ______, 2014 (the “Effective Date”), by and among Oil States International, Inc., a Delaware corporation (“Oil States”), Civeo Corporation, a Delaware corporation and, as of the date hereof, a wholly-owned subsidiary of Oil States) (“Civeo”) and Ron R. Green (the “Executive”). Oil States, Civeo and the Executive are individually referred to as a “Party” and collectively as the “Parties.”
EXECUTIVE AGREEMENTExecutive Agreement • November 3rd, 2015 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This Executive Agreement (“Agreement”) between Civeo Corporation, a Delaware corporation (the “Company”), and Mike Ridley (the “Executive”) is made and entered into effective as of the date of May 4, 2015 (the “Effective Date”).
CIVEO CORPORATION PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 26th, 2021 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This Performance Share Award Agreement (“Agreement”) is made between Civeo Corporation, a British Columbia Corporation (the “Company”) and [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), regarding a Performance Share Award of a target of [[NUMBER OF ]] Restricted Share Units (this “Award” and such target number of Restricted Share Units, the “Target RSUs”) granted to the Participant on [[GRANTDATE]] (the “Grant Date”), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (as amended and restated, the “Plan”). Such Award is subject to the following terms and conditions:
CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only)Employee Phantom Unit Agreement • March 13th, 2015 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This Phantom Unit Agreement (“Agreement”) is made between Civeo Corporation, a Delaware Corporation (the “Company”) and _________________ (the “Participant”), regarding an award (“Award”) of ____________ Phantom Units granted to the Participant on ______________ (the “Grant Date”), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the “Plan”), such number of Phantom Units subject to the following terms and conditions:
Dual Employment Agreement United StatesDual Employment Agreement • February 26th, 2021 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
You will continue in your role as Chief Executive Officer and President for Civeo Corporation and the following terms and conditions of employment will apply:
July 26, 2022 Allan D. SchoeningCiveo Corp • August 1st, 2022 • Hotels, rooming houses, camps & other lodging places
Civeo Corporation (the “Company”) values your contributions to our organization and looks forward to working with you as we consider various strategic initiatives in the coming months. In recognition of your role, and the importance of your contributions to the Company in the months ahead, the Company is pleased to present you with this retention commitment agreement. By accepting this agreement, you commit to continuing your full-time employment with the Company through at least June 30, 2024 (the “Retention Date”), except in the case of your death, disability or other extraordinary circumstances.
DIRECTOR DEFERRED SHARE AGREEMENTDirector Deferred Share Agreement • February 27th, 2019 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
THIS AGREEMENT is made as of the ___ day of _____________ (the “Effective Date”) between Civeo Corporation, a British Columbia corporation (the “Company”), and _________________ (“Director”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 22nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
To carry out the purposes of the CIVEO CORPORATION 2014 EQUITY PARTICIPATION PLAN (the "Plan"), by affording Employee the opportunity to purchase shares of the common stock of the Company, par value $.01 per share ("Stock"), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:
Dual Employment Agreement CanadaDual Employment Agreement • July 17th, 2015 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
You will continue in your role as Chief Executive Officer and President of Civeo Corporation and the following terms and conditions of employment will apply:
SECOND AMENDMENT TO AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT dated as of September 30, 2019 among CIVEO CORPORATION, CIVEO CANADA LIMITED PARTNERSHIP, CIVEO PTY LIMITED and CIVEO MANAGEMENT LLC, as Borrowers THE LENDERS NAMED HEREIN, ROYAL...Syndicated Facility Agreement • October 2nd, 2019 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT (this “Second Amendment”), dated as of September 30, 2019, is among CIVEO CORPORATION, a corporation incorporated under the laws of the Province of British Columbia (the “Parent Borrower”), CIVEO MANAGEMENT LLC, a Delaware limited liability company (the “U.S. Borrower”), CIVEO CANADA LIMITED PARTNERSHIP, a limited partnership organized under the laws of the Province of Alberta (the “New Canadian Borrower”), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the “Australian Borrower” and, together with the Parent Borrower, U.S. Borrower and the New Canadian Borrower, the “Borrowers”), certain subsidiary guarantors of the Borrowers party hereto, the Lenders party hereto (the “Lenders”), the Issuing Banks, the Swing Line Lenders, ROYAL BANK OF CANADA, as administrative agent for the U.S. Lenders, as U.S. collateral agent for the Lenders, as administrative agent for the Canadian Lenders a
THIRD AMENDMENT TO SYNDICATED FACILITY AGREEMENT dated as of February 17, 2017 among CIVEO CORPORATION, CIVEO U.S. HOLDINGS LLC, CIVEO CANADA INC., CIVEO PREMIUM CAMP SERVICES LTD., CIVEO PTY LIMITED and CIVEO MANAGEMENT LLC, as Borrowers THE LENDERS...Syndicated Facility Agreement • February 21st, 2017 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • New York
THIS THIRD AMENDMENT TO SYNDICATED FACILITY AGREEMENT (this “Third Amendment”), dated as of February 17, 2017, is among CIVEO CORPORATION, a corporation incorporated under the laws of the Province of British Columbia (the “Parent Borrower”), CIVEO U.S. HOLDINGS LLC, a Delaware limited liability company (formerly Civeo USA Corp., a Delaware corporation) (the “Original U.S. Borrower”), CIVEO MANAGEMENT LLC, a Delaware limited liability company (together with the Original U.S. Borrower, the “U.S. Borrowers”), CIVEO CANADA INC., a corporation amalgamated under the laws of the Province of Alberta (the “Canadian Parent”), CIVEO PREMIUM CAMP SERVICES LTD., a corporation amalgamated under the laws of the Province of Alberta (“Civeo Premium” and, together with the Canadian Parent, the “Canadian Borrowers”), CIVEO PTY LIMITED ACN 003 657 510, an Australian proprietary limited company (the “Australian Borrower” and, together with the Parent Borrower, the U.S. Borrowers and the Canadian Borrowers,
Date / September 30, 2021 To / Bradley Dodson RE / Dual Employment Agreement CancellationsCiveo Corp • October 28th, 2021 • Hotels, rooming houses, camps & other lodging places
This letter is to document our understanding and agreement that effective as of September 30, 2021, your Dual Employment Agreements for Canada and the United States, each entered into on July 17, 2015, will be cancelled and are of no further force and effect. The Executive Agreement entered into by between Oil States International, Inc. and you originally dated as of October 10, 2006, as amended effective January 1, 2009 and assumed by Civeo Corporation as of May 31, 2014, remains in full force and effect and is not affected by the cancellation of the Dual Employment Agreements.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 17th, 2015 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • British Columbia
This Indemnification Agreement (the “Agreement”) is made as of by and between Civeo Corporation, a British Columbia limited company (the “Company”), and (the “Indemnitee”) as of _______________.
EXECUTIVE AGREEMENTExecutive Agreement • August 27th, 2015 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This Executive Agreement (“Agreement”) between Civeo Corporation, a Canadian corporation (the “Company”), and Peter McCann (the “Executive”) is made and entered into effective as of the date of August 17, 2015 (the “Effective Date”).
DIRECTOR DEFERRED SHARE AGREEMENTDirector Deferred Share Agreement • February 27th, 2019 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
THIS AGREEMENT is made as of the ___ day of _____________ (the “Effective Date”) between Civeo Corporation, a British Columbia corporation (the “Company”), and _________________ (“Director”).
REGISTRATION RIGHTS, LOCK-UP AND STANDSTILL AGREEMENTAnd Standstill Agreement • April 2nd, 2018 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • New York
This REGISTRATION RIGHTS, LOCK-UP AND STANDSTILL AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), is made as of April 2, 2018 by and among Civeo Corporation, a corporation organized and existing under the laws of British Columbia, Canada (the “Corporation”), and each of the other parties set forth on the signature pages hereto under the caption “Shareholders” (each, a “Shareholder” and, collectively, the “Shareholders”). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Section 1. The Corporation and the other parties hereto are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
CIVEO CORPORATIONCiveo Corp • July 29th, 2016 • Hotels, rooming houses, camps & other lodging places • New York
INDENTURE dated as of [______ __, ______] between Civeo Corporation, a British Columbia limited company (the “Company”), and [_____________], a [_____________], as trustee (the “Trustee”).
ContractWaiver and Release Agreement • February 26th, 2021 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
CIVEO CORPORATION PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • April 28th, 2016 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This Performance Share Award Agreement (“Agreement”) is made between Civeo Corporation, a British Columbia Corporation (the “Company”) and ________ (the “Participant”), regarding a Performance Share Award of ______ Restricted Share Units (this “Award”) granted to the Participant on February 23, 2016 (the “Grant Date”), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the “Plan”), such Award is subject to the following terms and conditions:
EXECUTIVE CHANGE OF CONTROL SEVERANCE AGREEMENTExecutive Change of Control Severance Agreement • October 28th, 2020 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
This First Amendment (this “Amendment”) to the Executive Change of Control Severance Agreement by and between Civeo Corporation (the “Company”) and Al Schoening (“Executive”), dated July 13, 2015 (the “Executive Agreement”), is hereby entered into by the Company and Executive, effective as of July 20, 2020 (the “Amendment Effective Date”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Executive Agreement.
DIRECTOR RESTRICTED STOCK AGREEMENTDirector Restricted Stock Agreement • April 22nd, 2014 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
THIS AGREEMENT is made as of the day of (the “Effective Date”) between Civeo Corporation, a Delaware corporation (the “Company”), and (“Director”).
Date / September 30, 2021 To / Allan Schoening RE / Dual Employment Agreement CancellationsCiveo Corp • October 28th, 2021 • Hotels, rooming houses, camps & other lodging places
This letter is to document our understanding and agreement that effective as of September 30, 2021, your Dual Employment Agreements for Canada and the United States, each entered into on July 17, 2015, will be cancelled and are of no further force and effect. The Executive Change of Control Agreement entered into by between Civeo Corporation and yourself originally dated as of July 13, 2015, as amended effective July 20, 2020, remains in full force and effect and is not affected by the cancellation of the Dual Employment Agreements.
Dual Employment Agreement United StatesDual Employment Agreement • November 3rd, 2015 • Civeo Corp • Hotels, rooming houses, camps & other lodging places • Texas
You will continue in your role as Senior Vice President, Human Resources/HS&E for Civeo Corporation and the following terms and conditions of employment will apply:
