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

On January 21, 2020, the Board of Directors (the "Board") of CARBO Ceramics Inc. (the "Company") approved the material terms of a retention program intended to be offered to, and serve as a retention program for, certain key employees (the "Key Employee Retention Program"). The Board approved the Key Employee Retention Program in recognition of the demonstrated work and commitment of the Company's key employees and the significant benefits to the Company of retaining such key employees.

On January 27, 2020, the Company entered into retention agreements (the "Retention Agreements"), consistent with the material terms of the retention program, with certain key employees, including the following members of the Company's executive management team (the "Executives"): (i) Mr. Gary Kolstad, President, Chief Executive Officer and Chairman of the Board; (ii) Mr. Ernesto Bautista, III, Vice President and Chief Financial Officer; and (iii) Mr. Don Conkle, Vice President of Marketing and Sales.

Each Retention Agreement provides for a lump sum cash payment of a one-time retention bonus to the Executive as soon as practicable following the Executive's execution of the Retention Agreement in the amount of: 50% of the current annualized base salary for the applicable Executive (the "Retention Bonus"). If an Executive's employment is terminated by the Company for "cause" or the Executive resigns without "good reason" (each term as defined in the Retention Agreement), in either case, before specified future events set forth in the Retention Agreement, the Executive will be required to repay to the Company an amount equal to the Retention Bonus.

Each Retention Agreement includes a general release of claims in favor of the Company and its affiliates as a condition to payment of the retention bonus and a requirement that the Executive comply with certain restrictive covenants.

The foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the full terms and conditions of the form of Retention Agreement that is filed with this Form 8-K as Exhibit 10.1 and incorporated in this Item 5.02 by reference.

Item 9.01Financial Statements and Exhibits.



  (d) Exhibits.




                  Exhibit No.   Description
                  10.1            Form of Retention Agreement.

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