EXHIBIT 10.51
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 8,
2002, is by and among GLOBALSANTAFE CORPORATE SERVICES INC., a California
corporation ("GCSI"), GLOBALSANTAFE CORPORATION, a Cayman Islands corporation
("GSF"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, GCSI desires to continue to employ the Executive and the
Executive desires to accept continued employment with GCSI on the terms and
conditions set forth in this Agreement;
NOW THEREFORE, the parties agree as follows:
1. Employment, Duties, and Acceptance.
1.1 Employment and Duties. GCSI hereby agrees to continue to employ the
Executive until the end of the day on December 31, 2002, unless earlier
terminated as provided in Article 4 (the "Term"). During the Term, the Executive
will serve in the capacity of Financial Transition Coordinator at Salary Grade
44, reporting directly to the Chief Financial Officer of GSF. The location of
the Executive's place of business during the Term will be in the greater Houston
metropolitan area, although travel from time to time may be required in the
performance of the Executives duties hereunder. During the Term, the Executive
will provide such services and undertake such duties and responsibilities as
GCSI or GSF may request from time to time consistent with the Executive's
ability, subject to the direction of the Chief Financial Officer of GSF. The
Executive will not engage in any other business activities except for passive
investments and such other activities as may be approved in writing by the Chief
Financial Officer of GSF, which activities will not materially interfere with
the Executive's obligations hereunder.
1.2 Acceptance by the Executive. The Executive hereby accepts such
employment and agrees to provide the services and undertake the duties and
responsibilities described above.
2. Compensation, Benefits, and Perquisites.
2.1 Annual Salary. During the Term, GCSI will pay to the Executive an
annual salary of not less than $185,600 (the "Annual Salary"), prorated for any
partial calendar year. The Annual Salary will be payable in installments in
accordance with the payroll policies of GCSI as from time to time in effect, but
in no event less frequently than once each month, less such deductions as may be
required to be withheld by applicable law and regulations and as may otherwise
be agreed to by the Executive. The Annual Salary will be subject to increase at
the sole discretion of the Chief Financial Officer of GSF.
2.2 Bonus and Stock Options. During the Term, the Executive will
receive a bonus under the Global Marine Inc. 2001 Management Incentive Award
Plan at the same time and in an amount and on terms no less favorable to the
Executive than provided to the other executives of GSF and its Subsidiaries and
Affiliates in Salary Grade 44 generally. In addition, the Executive will be
considered for a stock option grant in 2002 in an amount and on terms
commensurate with other employees similarly situated.
2.3 Participation in Employee Benefit Plans and Certain Perquisites.
During the Term, the Executive, if and to the extent eligible, will be entitled
to participate in all 401(k) plans, retirement plans, group life,
hospitalization or disability insurance plans, health programs, pension plans,
similar benefit plans and other so-called "fringe benefits" of GCSI, GSF and
Subsidiaries and Affiliates of GCSI and GSF (collectively, "Benefits") which may
be available to other executives in Salary Grade 44 on terms no less favorable
to the Executive than the terms offered to such other executives generally. In
addition, during the Term GCSI and GSF will provide the Executive with such
other perquisites as either may from time to time provide to other comparable
executives on terms no less favorable to the Executive than the terms offered to
such other executives.
2.4 Layoff and Post-Layoff Benefits. It is contemplated that the
Executive will continue as an employee of GCSI until December 31, 2002, at which
time he will be laid off. If the Executive continues as an employee of GCSI
until the end of the Term and is then laid off, or if his employment is
terminated by GCSI or GSF without Cause before the end of the Term, the
Executive will be entitled to those benefits summarized in that certain
memorandum to the Executive from GSF dated January 8, 2002, and attached hereto
as Exhibit A, including without limitation the Retention Benefit outlined in the
Retention Notice attached hereto as Exhibit B, at the times and on the terms
outlined in said Exhibits A and B.
3. Confidentiality, Non-Solicitation, and Non-Competition. Because it is
important that GCSI, GSF and each Subsidiary and Affiliate of GCSI or GSF
protect secret, proprietary and confidential information pertaining to their
businesses, and because it is reasonable to expect that the Executive has
obtained or will obtain such information in the course of his employment, the
Executive agrees that he will not:
(a) divulge or appropriate to the Executive's own use or to the use of
others any secret, proprietary or confidential information pertaining
to the business of GCSI, GSF or any Subsidiary or Affiliate of GCSI or
GSF obtained in any way during the Executive's employment by GCSI, GSF
or any Subsidiary or Affiliate of GCSI or GSF, it being understood and
agreed that the Executive will promptly deliver to GCSI, GSF or any
Subsidiary or Affiliate of GCSI or GSF upon the earlier of the request
of any such entity or the date of the Executive's termination of such
employment all documents, copies thereof, and other material in the
Executive's possession or under his control relating to any of the
kinds of information identified above; or
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(b) during the Term and during the period of two years commencing with
any termination of his employment with GCSI, GSF and their Subsidiaries
and Affiliates, solicit on his own behalf, or on behalf of any other
firm, company or other Person (as hereinafter defined) the employment
of any person employed by GCSI, GSF or any Subsidiary or Affiliate of
GCSI or GSF; or
(c) during the Term and during the longer of the period of two years
commencing with any termination of his employment with GCSI, GSF and
their Subsidiaries and Affiliates or the period of any continuation of
Annual Salary payments under this Agreement or any other plan or
arrangement, compete with GCSI, GSF or any Subsidiary or Affiliate of
GCSI or GSF in obtaining or performing offshore drilling contracts or
services, offshore turnkey drilling, integrated drilling or drilling
management contracts or services, or other similar offshore contracts
or services, either as an employee, officer, director, consultant,
independent contractor or agent of a direct competitor of GCSI, GSF or
any Subsidiary or Affiliate of GCSI or GSF or on his own behalf, it
being understood and agreed, however, that this agreement will not
preclude the Executive from working for any firm, company or other
Person that drills oil and gas ▇▇▇▇▇ for its own account or provides
onshore oil and gas drilling services and does not compete with GCSI,
GSF or any Subsidiary or Affiliate of GCSI or GSF in obtaining or
performing offshore drilling contracts or services, offshore turnkey
drilling, integrated drilling or drilling management contracts or
services, or other similar offshore services;
and the Executive further agrees that if he violates any provision of this
paragraph (i) GCSI, GSF and/or any Subsidiary or Affiliate of GCSI or GSF may
bring such action or actions in such court and/or courts as any of them may deem
necessary or advisable in order to enforce the Executive's compliance with this
provision and for damages in respect of such violation, and (ii) GCSI or GSF may
terminate this Agreement, in which case the Executive will be ineligible to
receive any further salary, bonus, stock option grant, benefit, perquisite or
other compensation hereunder from and after such termination.
4. Termination.
4.1 Termination in the Event of Death. In the event of the Executive's
death during the Term, the Term will terminate on the date of death and the
obligations of GCSI and GSF will be limited solely to the payment of any unpaid
Annual Salary and Benefits accrued to and vested at the time of his death. Any
Benefits that have vested in the Executive at the time of his death as a result
of his participation in any benefit plans sponsored by GCSI, GSF or any
Subsidiary or Affiliate of GCSI or GSF, including without limitation life
insurance policies, will be paid to his designated beneficiary or his estate in
accordance with the provisions of such plans.
4.2 Termination With Cause. GCSI and GSF each has the right, at any
time during the Term, subject to all of the provisions hereof, exercisable by
serving notice, effective on or after the date of service of such notice as
specified therein, to terminate the Executive's employment under this Agreement
and discharge the Executive with Cause. If
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such right is exercised, the Term will terminate on the date of such termination
and the obligations of GCSI and GSF will be limited solely to the payment of
unpaid Annual Salary accrued and, subject to the provisions of the applicable
benefit plans, any benefits vested up to the effective date specified in the
notice of termination. As used in this Agreement, the term "Cause" will mean an
act of fraud, dishonesty or other misconduct on the part of the Executive that
is harmful to GCSI, GSF or any Subsidiary or Affiliate of GCSI or GSF or a
violation of any written company policy applicable to employees of GCSI, GSF and
their Subsidiaries and Affiliates generally that provides for termination as a
possible sanction in the event of such violation, but will not mean inadequate
performance, incompetence, or failure to perform due to inability caused by his
disability as supported by medical evidence satisfactory to GCSI and GSF. Prior
to the effectiveness of termination for Cause, the Executive will be given 30
days' prior notice from GCSI or GSF specifically identifying the reasons that
are alleged to constitute Cause for any termination hereunder and an opportunity
to be heard by GCSI's board of directors in the event the Executive disputes
such allegations.
4.3 Termination Without Cause. GCSI and GSF each has the right, at any
time during the Term, subject to all of the provisions hereof, exercisable by
serving notice, effective on or after the date of service of such notice as
specified therein, to terminate the Executive's employment under this Agreement
and discharge the Executive without Cause. If the Executive is terminated during
the Term without Cause, the Term will terminate on the date of such termination
and the obligations of GCSI and GSF to the Executive will be limited to (i) the
payment upon the terms provided for herein of the Executive's Annual Salary,
bonus and stock options through December 31, 2002, as and when they would have
become due and payable absent such termination, and (ii) the continuation of the
Executive's other benefits and perquisites and accrual of active service through
December 31, 2002, as if there had been no such termination. In addition, any
Benefits that have vested in the Executive at December 31, 2002, as a result of
his participation in any benefit plans sponsored by GCSI, GSF or any Subsidiary
or Affiliate of GCSI or GSF, including without limitation severance and
retention benefits, will be paid to the Executive, or to his estate or
designated beneficiary, at the times specified in and otherwise subject to the
provisions of such plans and this Agreement as if there had been no such
termination.
4.4 Termination by the Executive. Any termination of this Agreement by
the Executive during the Term will be deemed to be a breach of the terms of this
Agreement and will entitle GCSI and GSF to discontinue payment of all Annual
Salary and benefits accruing from and after the date of such termination and to
discontinue payment and provision of all bonuses and stock options due from and
after the date of such termination. Any Benefits that have vested in the
Executive at the time of such termination as a result of his participation in
any benefit plans sponsored by GCSI, GSF or any Subsidiary or Affiliate of GCSI
or GSF will be paid to the Executive, or to his estate or designated
beneficiary, subject to the provisions of such plans.
4.5 Suspension or Termination Upon Disability. If during the Term the
Executive becomes physically or mentally disabled, whether totally or partially,
as evidenced by the
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written statement of a competent physician licensed to practice medicine in the
United States who is mutually acceptable to GCSI and the Executive, or his
closest relative if he is not then able to make such a choice, so that the
Executive is unable substantially to perform his services hereunder for (i) a
period of ninety days, or (ii) shorter periods aggregating ninety days during
any twelve-month period, GCSI or GSF may at any time thereafter, by written
notice to the Executive, suspend or terminate the Executive's employment
hereunder and discontinue payments of Annual Salary for the duration of the
disability; provided, however, that nothing in this Agreement will deprive the
Executive of his rights under any disability plan of GCSI, GSF or of any
Subsidiary or Affiliate of GCSI or GSF. The Executive will be entitled to the
full compensation payable to him hereunder for periods of disability shorter
than the periods specified in clauses (i) and (ii) of the preceding sentence.
5. Other Provisions.
5.1 Certain Definitions. As used in this Agreement, the following terms
have the following meanings unless the context otherwise requires:
5.1.1 "Affiliate" with respect to a person means any other
person controlling or controlled by or under common control with such
person but will not include any individual who is a stockholder or
director of an entity, as such.
5.1.2 "Person" means any individual, corporation, partnership,
firm, joint company, association, joint-stock company, trust,
unincorporated organization, governmental or regulatory body or other
entity.
5.1.3 "Subsidiary" means any corporation 50% or more of the
voting securities of which are owned directly or indirectly by GCSI or
GSF, as the case may be.
5.2 Notices. Any notice or other communication required or permitted
hereunder will be in writing and will be delivered personally, telegraphed,
telexed, sent by facsimile transmission or sent by certified, registered or
express mail, postage prepaid. Any such notice will be deemed given when so
delivered personally, telegraphed, telexed or sent by facsimile transmission or,
if mailed, on the date of actual receipt thereof, as follows:
If to GCSI, to:
GlobalSantaFe Corporate Services Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Vice President and Treasurer
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If to GSF to:
GlobalSantaFe Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Chief Financial Officer
If to the Executive, to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Any party may change its address for notice hereunder by notice to the other
party hereto.
5.3 Entire Agreement. This Agreement contains the entire agreement
among the parties with respect to the subject matter hereof and supersedes all
prior agreements or other undertakings, written or oral, with respect thereto.
5.4 Waivers and Amendments. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder will operate as a waiver
thereof. Nor will any waiver on the part of any party of any such right, power
or privilege hereunder, nor any single or partial exercise of any right, power
or privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.
5.5 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the state of Texas (without giving effect to the
choice of law provisions thereof), where the employment of the Executive will be
deemed, in part, to be performed, and enforcement of this Agreement or any
action taken or held with respect to this Agreement will be taken in the courts
of appropriate jurisdiction in Houston, Texas.
5.6 Assignment. This Agreement, and any rights and obligations
hereunder, may not be assigned by the Executive and may be assigned by GCSI or
GSF only to any Subsidiary or Affiliate of GCSI or GSF or to any successor in
interest, whether by merger, consolidation, acquisition or the like, or to
purchasers of substantially all of the assets of GCSI or GSF, respectively.
5.7 Change of Control. It is agreed that a change in control of GCSI,
GSF or any Subsidiary or Affiliate of GCSI or GSF will not affect GCSI's, GSF's
or the Executive's obligations under this Agreement.
5.8 Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered will be deemed an
original, but all of which together will constitute one and the same instrument.
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5.9 Headings. The headings in this Agreement are for reference purposes
only and will not in any way affect the meaning or interpretation of this
Agreement.
5.10 No Presumption Against Interest. This Agreement has been
negotiated, drafted, edited and reviewed by the respective parties, and,
therefore, no provision arising directly or indirectly here from will be
construed against any party as being drafted by said party.
5.11 Binding Agreement. This Agreement will inure to the benefit of and
be binding upon (i) GCSI, GSF and their successors and assigns, and (ii) the
Executive, his beneficiaries, his estate, and their legal representatives.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
GLOBALSANTAFE CORPORATE THE EXECUTIVE
SERVICES INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
GLOBALSANTAFE CORPORATION
By: /S/ W. ▇▇▇▇ ▇▇▇▇▇
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W. ▇▇▇▇ ▇▇▇▇▇
Senior Vice President and
Chief Financial Officer
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EXHIBIT A
GlobalSantaFe Corporation
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Toll Free: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
January 8, 2002
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The following summarizes the benefits for which you will be eligible following
your layoff from GlobalSantaFe Corporation:
SEVERANCE PAYMENTS
A. Salary Continuation. You will receive severance payments totaling $371,200,
which will be paid as a continuation of your base salary for two years under
your current payroll schedule, beginning on your layoff date of 01/01/03 and
ending on 12/31/04; provided, however, that severance beyond the initial six
weeks of salary continuation will only be paid if you timely sign and return the
Company's waiver. Your severance benefits have been calculated based on your
current annual Base Pay of $185,000.
B. Lump Sum. In addition, if and within ten days after you timely sign and
return the Company's waiver, you will receive a lump sum payment in the amount
of $71,165.20, which is equal to the annual bonus that would have been payable
to you if the targeted performance goals had been achieved under the Global
Marine Inc. 2001 Management Incentive Award Plan. This lump sum payment has been
calculated based on the total Base Pay in the amount of $177,913 that you
received in 2001 and your current Salary Grade which is 44.
RETENTION BENEFIT
In addition to your severance payments, should you remain an active employee of
GlobalSantaFe until your Release Date (as defined in the Global Marine Retention
Program and specified in your Retention Notice) and otherwise qualify under the
Global Marine Retention Program, you will receive a lump-sum Retention Benefit
payment equal to the greater of a) three months of your base pay, and b) 50% of
your base pay paid to you from 11/20/2001 through your Release Date. In the
event you leave the company prior to your Release Date, you will not be eligible
to receive any Retention Benefit.
VACATION PAY - You will be paid a lump sum for all of your unused and accrued
vacation through your last day of active employment.
HEALTH CARE BENEFITS - You are eligible to continue your health/dental coverage
under the active employee Health Care Plan for the length of your severance
period, provided you continue to pay the monthly active employee premium rate.
These rates are currently $35 for single coverage and $85 for family coverage,
but are subject to change at the Company's discretion. Your premium will
continue to be deducted from your severance checks, unless you notify Employee
Benefits that you wish to discontinue coverage.
HEALTH CARE SPENDING ACCOUNT - If you are a participant in the Health Care
Spending Account, your monthly contributions will be discontinued, effective as
of your layoff date. If you wish to continue your contributions to this program,
please contact Employee Benefits.
DEPENDENT CARE SPENDING ACCOUNT - If you are a participant in the Dependent Care
Spending Account, your monthly contributions will be discontinued, effective as
of your layoff date. If you wish to continue your contributions to this program,
please contact Employee Benefits.
LIFE INSURANCE and ACCIDENTAL DEATH & DISMEMBERMENT (AD&D) - You are eligible to
continue your current life insurance and AD&D coverage for the longer of three
months or the length of your severance period. The monthly life insurance
premium will continue to be deducted from your severance checks, unless you
notify Employee Benefits that you wish to discontinue coverage. The AD&D
coverage is provided free to employees. If your severance period is shorter than
your coverage eligibility period, please contact Employee Benefits for
instructions on paying your monthly premiums after your severance period
expires.
DISABILITY COVERAGE - Effective as of your layoff date, you will not be eligible
for any short or long-term disability coverage.
RETIREMENT PLAN BENFITS - You will have completed at least five years of
eligible service (including your severance period) as of the date your severance
period ends, and you will be vested in a benefit from the Retirement Plan.
Because you are over age 55, if you retire during or at the end of your
severance period, you will be deemed to be retiring from active employment for
purposes of the calculation of your retirement benefits.
SAVINGS INCENTIVE PLAN (401(k)) - You may not make contributions to the Savings
Incentive Plan during your severance period. You may elect to withdraw your
entire account balance from the Plan, effective as of your layoff date, or you
may elect to leave your account in the Plan, but not beyond age 70 1/2. If you
leave your account in the Plan for longer than one year, it will be charged
Fidelity's annual administration fee of $10 per year. Please contact Fidelity
directly at ▇-▇▇▇-▇▇▇-▇▇▇▇ to request the distribution or rollover of your
account, or to make other eligible transactions in your account.
UNITED WAY - Your payroll deductions for the United Way will continue unless you
notify the Payroll Department that you wish for them to be discontinued.
PLEASE CONTACT EMPLOYEE BENEFITS IF YOU HAVE QUESTIONS CONCERNING ANY OF THE
ABOVE INFORMATION.
EXHIBIT B
RETENTION NOTICE
UNDER GLOBAL MARINE RETENTION PROGRAM
January 8, 2002
To: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The purpose of this Retention Notice is to inform you that, subject to
your satisfaction of the requirements set forth below, you have been selected to
receive a Retention Benefit under the Global Marine Retention Program as
established effective October 4, 2001 (the "Retention Program"). The Retention
Program is a part of the Global Marine Severance Program for Shorebased Staff
Personnel as amended and restated effective October 4, 2001 (the "Severance
Plan"), and is subject to all of its terms and conditions.
In order to receive the Retention Benefit, you must remain employed by
GlobalSantaFe Corporation or one of its Affiliates, as defined in the Retention
Program, until your Release Date. Your Release Date for this purpose is December
31, 2002.
If you remain employed until your Release Date and otherwise satisfy
the requirements for eligibility for payment, the amount of the Retention
Benefit will be equal to the greater of (i) three months of your Base Pay, as
defined in the Severance Plan, and (ii) 50% of your Base Pay paid to you from
November 20, 2001, until your Release Date.
Your receipt of the Retention Benefit will be contingent on your
qualifying for benefits under the Severance Plan generally and, in particular,
on your execution of a waiver and release of claims as provided in the Severance
Plan. Further details and requirements related to the Retention Benefit are set
forth in the Retention Program and in the Severance Plan.
Please confirm your agreement by signing and dating the original of
this letter in the space provided below and returning it to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Manager, Compensation and Administrative Services, GlobalSantaFe Corporation,
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. If you have any questions,
please contact ▇▇. ▇▇▇▇▇▇.
Thank you for your continued service.
GLOBALSANTAFE CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇ ▇. ▇▇▇▇
Senior Vice President, Human
Resources and Corporate Affairs
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇. ▇. ▇▇▇▇▇▇▇
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01/08/2002
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Employment Agreement Amendment
This Employment Agreement Amendment (the "Amendment"), dated as of November 22,
2002, amends the Employment Agreement entered into as of January 8, 2002 (the
"Agreement") by and among GLOBALSANTAFE CORPORATE SERVICES, INC., a California
corporation ("GCSI"), GLOBALSANTAFE CORPORATION, a Cayman Islands corporation,
("GSF"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, GCSI desires to extend the employment of the Executive and Executive
desires to accept extended employment with GCSI on the terms and conditions set
forth in this Amendment.
NOW THEREFORE, the parties agree as follows:
1. Article 1.1 of the Agreement is amended to provide that the Term is
extended to June 30, 2003, and the Executive's duties will be to serve
as Controller of GSF.
2. Article 2.1 of the Agreement is amended to provide that the Executive
shall receive an annual salary of $225,000. Paragraph A of the January
8, 2002 letter attached to the Agreement is also amended to provide
that the total amount of Salary Continuance severance benefits shall be
$450,000, subject, however, to the provisions of Article 4 of this
Amendment that provide for an additional month of salary continuation
severance benefits for each additional month actually worked beyond
December 31, 2002.
3. Article 2.2 is amended to provide that the Executive shall not receive
a bonus under the 2002 GSF Management Annual Incentive Plan, but shall
be a participant in the GSF 2003 Management Annual Incentive Plan, and
that he will be considered for a bonus thereunder as if he had been
employed for the entire calendar year. In addition, Executive will be
considered for a stock option grant for 2003 in an amount and on terms
commensurate with other employees in his salary grade.
4. Article 2.4 is amended to reflect that the Executive will continue as
an employee of GCSI until June 30, 2003. In addition to receiving the
benefits set forth in the January 8, 2002 letter referred to in the
Agreement, the Executive shall also be entitled to one additional month
of severance benefits for each month of additional employment from
December 31, 2002 until the end of the Term as amended by this
Amendment, conditioned upon the Executive completing the Term. Article
4.3 of the Agreement is amended to provide that should the Executive be
terminated without cause (as that term is defined in the Agreement) he
will be entitled to the additional months of severance benefits through
the end of the Term, as then defined.
Should GCSI and the Executive mutually agree to extend the Term, the
Executive shall be entitled to one additional month of severance
benefits for each month that the Executive is employed by GCSI up to
December 31, 2003.
The terms of the Agreement shall remain in full force and effect, except as
amended herein.
IN WITNESS WHEREOF, the parties have executed this Amendment as the date first
above written.
GLOBALSANTAFE CORPORATE THE EXECUTIVE
SERVICES INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
GLOBALSANTAFE CORPORATION
By /s/ W. ▇▇▇▇ ▇▇▇▇▇
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W. ▇▇▇▇ ▇▇▇▇▇
Senior Vice President and
Chief Financial Officer