SEC Info - McJunkin Red Man Corp, et al. - ‘S-4’ on 3/24/11

McJunkin Red Man Corp, et al. – ‘S-4’ on 3/24/11 – ‘EX-10.12’

On: Thursday, 3/24/11, at 1:02pm ET · Accession #: 950123-11-28564 · File #s: 333-173035, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/24/11 McJunkin Red Man Corp S-4 78:8.9M Donnelley … Solutions/FA McJunkin Red Man Holding Corp Greenbrier Petroleum Corp McJunkin Nigeria Ltd McJunkin-Puerto Rico Corp McJunkin Red Man Development Corp McJunkin-West Africa Corp Midway-Tristate Corp Milton Oil & Gas Co MRC Management Co Ruffner Realty Co South Texas Supply Company, Inc.

Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 2.66M Business-Combination Transaction 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 26K 11: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 62K 12: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 26K 13: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 63K 14: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 41K 15: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 56K 16: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 42K 17: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 62K 18: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 45K 19: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 63K 20: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 26K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 61K 21: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 93K 22: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 34K 23: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 64K 24: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 36K 25: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 39K 4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 43K 5: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 85K 6: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 30K 7: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 63K 8: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 39K 9: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 69K 10: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 27K 26: EX-4.1 Instrument Defining the Rights of Security Holders HTML 619K 27: EX-4.3 Instrument Defining the Rights of Security Holders HTML 146K 28: EX-4.4 Instrument Defining the Rights of Security Holders HTML 147K 29: EX-4.5 Instrument Defining the Rights of Security Holders HTML 34K 30: EX-5.1 Opinion re: Legality HTML 38K 31: EX-5.2 Opinion re: Legality HTML 31K 32: EX-5.3 Opinion re: Legality HTML 42K 33: EX-10.1.10 Material Contract HTML 37K 34: EX-10.1.11 Material Contract HTML 29K 35: EX-10.1.12 Material Contract HTML 97K 49: EX-10.10.1 Material Contract HTML 90K 50: EX-10.10.2 Material Contract HTML 28K 51: EX-10.12 Material Contract HTML 32K 52: EX-10.13.1 Material Contract HTML 49K 53: EX-10.14.1 Material Contract HTML 35K 54: EX-10.19 Material Contract HTML 240K 36: EX-10.2.2 Material Contract HTML 33K 37: EX-10.2.3 Material Contract HTML 32K 55: EX-10.20.1 Material Contract HTML 53K 56: EX-10.20.2 Material Contract HTML 67K 57: EX-10.21.1 Material Contract HTML 137K 58: EX-10.21.2 Material Contract HTML 39K 59: EX-10.23.2 Material Contract HTML 30K 60: EX-10.23.3 Material Contract HTML 30K 61: EX-10.24.1 Material Contract HTML 37K 62: EX-10.24.2 Material Contract HTML 29K 63: EX-10.25 Material Contract HTML 48K 64: EX-10.26.1 Material Contract HTML 44K 65: EX-10.26.2 Material Contract HTML 26K 66: EX-10.27 Material Contract HTML 37K 67: EX-10.28 Material Contract HTML 42K 68: EX-10.29 Material Contract HTML 44K 38: EX-10.3.1 Material Contract HTML 76K 39: EX-10.3.2 Material Contract HTML 32K 40: EX-10.3.3 Material Contract HTML 32K 69: EX-10.30 Material Contract HTML 70K 41: EX-10.4 Material Contract HTML 487K 42: EX-10.5 Material Contract HTML 169K 43: EX-10.6 Material Contract HTML 889K 44: EX-10.7.1 Material Contract HTML 27K 45: EX-10.8 Material Contract HTML 66K 46: EX-10.8.1 Material Contract HTML 28K 47: EX-10.9.1 Material Contract HTML 45K 48: EX-10.9.2 Material Contract HTML 43K 71: EX-21.1 Subsidiaries HTML 22K 72: EX-23.1 Consent of Experts or Counsel HTML 22K 73: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 43K 74: EX-99.1 Miscellaneous Exhibit HTML 86K 75: EX-99.2 Miscellaneous Exhibit HTML 38K 76: EX-99.3 Miscellaneous Exhibit HTML 29K 77: EX-99.4 Miscellaneous Exhibit HTML 27K 78: EX-99.5 Miscellaneous Exhibit HTML 30K 70: EX-12.1 Statement re: Computation of Ratios HTML 35K

Exhibit 10.12

McJunkin Red Man Holding Corporation
835 Hillcrest Drive
Charleston, WV 25311

December 22, 2008

Craig Ketchum 8311 S.
67^th E. Ave.
Tulsa, OK 74136

Dear Craig:

This letter agreement memorializes our mutual understanding that the amended and restated employment agreement entered into between you and McJunkin Red Man Holding Corporation (the “Company”) on September 24, 2008 (the “Employment Agreement”) shall be terminated in accordance with this letter agreement.

1.		Payment. In consideration of the termination of the Employment Agreement and of the covenants set forth below, you shall be paid a lump sum payment equal to $2,442,752.61 (the “Agreed Amount”). This payment represents the value of all amounts to which you would have become entitled during the remaining term of the Employment Agreement pursuant to Sections 2.1. 2.2 and 2.4 thereof, based on your continued service during such remaining term. The Agreed Amount (subject to all required withholdings) shall be paid to you in a lump sum on January 5, 2009, provided that the release attached hereto as Appendix A has been executed, delivered and has become irrevocable. It is understood and agreed that the Agreed Amount does not include any amounts accrued prior to the date hereof and payable pursuant to the terms of any of the company’s employee benefit plans, any such amounts to be paid in accordance with the terms of such plans and, if applicable, in compliance with Section 409A of the Internal Revenue Code and the regulations issued thereunder. Upon payment of the Agreed Amount, the Employment Agreement shall terminate and be of no further force and effect.

2.		Profits Units. On December 21, 2007, pursuant to the Limited Liability Company Agreement of McJ Holding LLC dated as of December 4, 2006 (the “LLC Agreement”), you were granted 381.3098 Profits Units (as defined in the LLC Agreement). Notwithstanding Section 7.2(a) of the LLC Agreement, in the event of the termination of your service as chairman of the board of directors of the Company and as a member of the board of directors of the Company at any time for any reason, zero percent (0%) of your Profits Units shall be subject to forfeiture.

3.		Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business Relationships. In consideration of your receipt of the Agreed Amount and other such

		consideration provided for herein, you agree to be bound by the covenants set forth in Appendix B to this letter agreement, which Appendix B shall be deemed to be incorporated in, and be a part of, this letter agreement.

4.		Governing Law. This letter agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

If the foregoing terms and conditions are consistent with your understanding, please sign this letter agreement below and return a copy to me.

C: C: C: C:


	Very truly yours,

	McJUNKIN RED MAN HOLDING CORPORATION

	/s/ *Stephen W. Lake*

	By:	Stephen W. Lake
	Title:	Executive Vice President, General
		Counsel & Corporate Secretary

ACCEPTED AND AGREED:

/s/ *Craig Ketchum*
Craig Ketchum

[Signature Page to Craig Ketchum -Letter Agreement]

This ‘S-4’ Filing

Date

Other Filings

Filed on:

3/24/11

S-1

1/5/09

12/22/08

S-1/A

9/24/08

12/21/07

12/4/06

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/22 MRC Global Inc. 10-K 12/31/21 100:9.9M RDG Filings/FA 2/12/21 MRC Global Inc. 10-K 12/31/20 105:10M RDG Filings/FA 6/29/11 SEC UPLOAD¶ 10/04/17 1:53K MRC Global Inc. 6/15/11 SEC UPLOAD¶ 10/04/17 1:68K MRC Global Inc.

McJunkin Red Man Corp, et al. – ‘S-4’ on 3/24/11 – ‘EX-10.12’

On: Thursday, 3/24/11, at 1:02pm ET · Accession #: 950123-11-28564 · File #s: 333-173035, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

Previous ‘S-4’: None · Next: ‘S-4/A’ on 5/9/11 · Latest: ‘S-4/A’ on 7/1/11 · 4 References:

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

EX-10.12 — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

McJunkin Red Man Corp, et al. – ‘S-4’ on 3/24/11 – ‘EX-10.12’

On: Thursday, 3/24/11, at 1:02pm ET · Accession #: 950123-11-28564 · File #s: 333-173035, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11

Previous ‘S-4’: None · Next: ‘S-4/A’ on 5/9/11 · Latest: ‘S-4/A’ on 7/1/11 · 4 References: By: MRC Global Inc. – ‘10-K’ on 2/16/22 for 12/31/21 By: MRC Global Inc. – ‘10-K’ on 2/12/21 for 12/31/20 By: SEC – ‘UPLOAD’ on 6/29/11 By: SEC – ‘UPLOAD’ on 6/15/11

Registration of Securities Issued in a Business-Combination Transaction — Form S-4Filing Table of Contents

EX-10.12 — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Previous ‘S-4’: None · Next: ‘S-4/A’ on 5/9/11 · Latest: ‘S-4/A’ on 7/1/11 · 4 References:

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents