exhibit 10. 10 klx energy services holdings, inc. 1300 corporate center way wellington, fl 33414 september 14, 2018 mr. thomas p. mccaffrey senior vice president and chief financial officer 1300 corporate center way wellington, fl 33414 re : terms of employment dear mr. mccaffrey : this letter agreement confirms the terms and conditions of your employment with klx energy services holdings, inc. ( the company ) as set forth below : start date : september 14, 2018. title and reporting : during the term of your employment with the company, you will serve as senior vice president and chief financial officer of the company and its subsidiaries, and you will report directly to the company ’ s chief executive officer. duties and responsibilities : you will have the duties and responsibilities that are normally associated with the position described above. in addition, you are hereby expressly permitted to continue to serve as an employee, executive officer, director or consultant of klx inc. cash compensation : during the period of your employment with the company, the company will pay you a cash base salary at the annual rate of one dollar ( $ 1 ) in accordance with the usual payroll practices of the company and subject to any applicable withholdings and deductions. in addition, during the period of your employment with the company, you may receive cash incentive compensation in the discretion of the compensation committee of the company ’ s board of directors ( the committee ), but you will not have any contractual entitlement to receive any such cash incentive compensation. incentive equity : promptly following completion of the company ’ s spin - off from klx inc., the company will grant you a restricted stock award on the common stock of the company pursuant to the company ’ s long - term incentive plan ( the ltip ) ( i ) representing three percent ( 3 % ) of the company ’ s common stock on a fully diluted basis as of the effective date of the company ’ s spin - off from klx inc., ( ii ) to become vested in four ( 4 ) equal annual installments on each of the first four ( 4 ) anniversaries of the effective date of the company ’ s spin - off from klx inc., subject to your continued employment or other service with the company on each applicable vesting date ( and subject to the following clause ( iii ) ), ( iii ) to become fully vested ( a ) upon an involuntary termination of your