Exhibit 10.3
SELECT WATER SOLUTIONS, INC.
2024 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE UNIT GRANT NOTICE
(STOCK PRICE)
Pursuant to the terms and conditions of the Select Water Solutions, Inc. 2024 Equity Incentive Plan, as amended from time to time (the “Plan”), Select Water Solutions, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the number of performance share units (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Performance Share Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
Participant: | John Schmitz |
Date of Grant: | July 16, 2026 |
Award Type and Description: | Other Stock-Based Award granted pursuant to Section 6(h) of the Plan that has been designated as a Performance Award under Section 6(k) of the Plan. This Award represents the right to receive shares of Stock in an amount up to 100% of the Target PSUs (defined below), subject to the terms and conditions set forth herein and in the Agreement. Your right to receive settlement of this Award in an amount ranging from 0% to 100% of the Target PSUs shall vest and become earned and nonforfeitable upon (i) your satisfaction of the continued employment or service requirements described below under “Service Requirement” and (ii) the Committee’s certification of the achievement of the Performance Goal (as defined below). The portion of the Target PSUs actually earned upon satisfaction of the foregoing requirements is referred to herein as the “Earned PSUs.” The portion of the Target PSUs for which the Performance Goal has been achieved is referred to herein as the “Performance-Vested PSUs”). |
Target Number of PSUs: | 1,125,000 (the “Target PSUs”). |
Performance Period: | October 1, 2026 through December 31, 2028. |
Service Requirement: | Except as expressly provided in Section 4 of the Agreement, you must remain continuously employed by, or continuously provide services to, the Company or an Affiliate, as applicable, from the Date of Grant through January 1, 2029 (the “Time-Vesting Date”) to be eligible to receive payment of this Award, which is based on the level of achievement with respect to the Performance Goal (as defined below). |
Performance Goal: | Subject to the terms and conditions set forth in the Plan, the Agreement and herein, the number of Target PSUs, if any, that become Performance-Vested PSUs at the conclusion of each calendar quarter of the Performance Period will be determined based on the average Closing Price (as defined below) during each calendar quarter of the Performance Period (the “Average Closing Price”) calculated as specified below (the “Performance Goal”). A number of Target PSUs shall become Performance-Vested PSUs at the end of each calendar quarter of the Performance Period if the Average Closing Price is equal to or greater than the applicable stock price target (the “Stock Price Target”) for such calendar quarter. The number of Target PSUs, if any, that become Performance-Vested PSUs at the end of each calendar quarter of the Performance Period will be determined by the Committee, in its sole discretion, based on the following table: Calendar Quarter Number of Target PSUs Eligible to Become Performance-Vested PSUs Stock Price Target Settlement Date October 1, 2026 – December 31, 2026 125,000 $20.50 January 1, 2029 January 1, 2027 – March 31, 2027 125,000 $21.01 April 1, 2029 April 1, 2027 – June 30, 2027 125,000 $21.54 July 1, 2029 July 1, 2027 – September 30, 2027 125,000 $22.08 October 1, 2029 October 1, 2027 – December 31, 2027 125,000 $22.63 January 1, 2030 January 1, 2028 – March 31, 2028 125,000 $23.19 April 1, 2030 April 1, 2028 – June 30, 2028 125,000 $23.77 July 1, 2030 July 1, 2028 – September 30, 2028 125,000 $24.37 October 1, 2030 October 1, 2028 – December 31, 2028 125,000 $25.00 January 1, 2031 Notwithstanding the foregoing, (i) if the Average Closing Price for a calendar quarter is less than the Stock Price Target for such calendar quarter (a “Missed Vesting Opportunity”), the number of Target PSUs that were eligible to become Performance-Vested PSUs for such calendar quarter shall remain outstanding and shall become Performance-Vested PSUs if the Average Closing Price is greater than an applicable subsequent Stock Price Target for any subsequent calendar quarter of the Performance Period; provided that, if, at the time of determination, there is more than one calendar quarter that has elapsed with respect to which a Missed Vesting Opportunity has occurred, then the Target PSUs corresponding to |
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By your acceptance below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Performance Share Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the
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Committee regarding any questions or determinations that arise under the Agreement, the Plan or this Grant Notice.
IN ORDER TO RECEIVE THE BENEFITS OF THE AGREEMENT AND THIS GRANT NOTICE, AND FOR THIS AWARD TO BE EFFECTIVE, YOU MUST ACKNOWLEDGE YOUR ACCEPTANCE BY CLICKING THE APPROPRIATE BUTTON BELOW (THE “ACCEPTANCE REQUIREMENTS”). IF YOU FAIL TO SATISFY THE ACCEPTANCE REQUIREMENTS WITHIN 90 DAYS FOLLOWING THE DATE OF GRANT, THEN (1) THIS AWARD WILL BE OF NO FORCE OR EFFECT AND WILL BE AUTOMATICALLY FORFEITED TO THE COMPANY WITHOUT CONSIDERATION AND (2) NEITHER YOU NOR THE COMPANY WILL HAVE ANY FUTURE RIGHTS OR OBLIGATIONS UNDER THE AGREEMENT OR THIS GRANT NOTICE.
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EXHIBIT A
PERFORMANCE SHARE UNIT AGREEMENT
This Performance Share Unit Agreement (together with the Grant Notice to which this Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Select Water Solutions, Inc., a Delaware corporation (the “Company”), and John Schmitz (the “Participant”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.
Appendix A-1
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If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):
Select Water Solutions, Inc.
Attn: General Counsel; Senior Vice President – Human Resources
1820 North I-35
Gainesville, Texas 76240
If to the Participant, at the Participant’s last known address on file with the Company.
Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have
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been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.
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