AMENDMENT TO EXECUTIVE AGREEMENT
THIS AMENDMENT TO EXECUTIVE AGREEMENT (“Amendment”), dated effective as of
January 1, 2009, (the “Effective Date”), is made by and between Oil States International, Inc. (the “Company”),
and Howard Hughes (“Executive”).
WHEREAS , the Company and Executive have heretofore entered into that certain Executive Agreement,
dated as of February 9, 2001, (“Agreement”); and
WHEREAS , the Company and Executive desire to amend the Agreement in certain respects;
NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth
herein, the Company and Executive hereby agree, effective as of the Effective Date, that the Agreement shall be
amended as hereafter provided:
1. Sections 4 and 5 of the Agreement shall be deleted and the following shall be substituted therefor:
“4. Regular Severance Benefits.
Subject to Section 13, if the Company terminates Executive’s employment (i) other than for Cause and
(ii) not during the Protected Period, Executive shall receive the following compensation and benefits from the
A. Within 15 days of the expiration of the sixty-day period following the termination of Executive’s
employment with the Company (during which time Executive complies with the requirements of Section 13
hereof by executing a general release), the Company shall pay to Executive in a lump sum, in cash, an
amount equal to one times the sum of Executive’s (i) Termination Base Salary and (ii) Target AICP.
B. Notwithstanding anything in any Company stock plan or grant agreement to the contrary, all restricted
shares and restricted stock units of Executive shall become 100% vested and all restrictions thereon shall
lapse as of the lapse of such sixty-day period, and the Company shall promptly deliver such shares to
C. For the 24-month period following the termination of Executive’s employment with the Company, the
Company shall conti