CLB 2019 Proxy Statement

33 ability of our senior executives to act in the best interests of our stakeholders even though their employment could be terminated as a result of the transaction. Termination Without Cause With regard to Mr. Demshur, if we terminate his employment without cause as defined in the applicable agreement, we would be obligated to continue to pay him certain amounts as described in greater detail in "Potential Payments Upon Termination or Change in Control." Prior to the termination of their employment agreements in connection with their retirement, we would have also provided similar severance payments to Messrs. Bergmark and Davis. The employment agreements entered into March 1, 2019 with Messrs. Bruno and Hill also provide for payments to the executive in the event that the executive is terminated by the Company without cause or the executive terminates for good reason. We believe these payments are appropriate because the terminated executive is bound by confidentiality, non-solicitation and non-compete provisions covering the two year period immediately following termination of service and because the Company and each executive have mutually agreed to a severance package that is in place prior to any termination event. This provides us withmore flexibility tomake a change in senior management if such a change is in our best interests and the best interests of our shareholders.