EXHIBIT 10(nn)
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Tuboscope Vetco International Inc., a Texas corporation (the "Company"),
Tuboscope Vetco International Corporation, a Delaware corporation (the
"Corporation"), and Xxxxxxx X. Xxxxxx, Xx. (the "Executive") have previously
entered into an Employment Agreement dated as of May 13, 1988 as amended April
30, 1992 and June 23, 1993 (the "Amended Agreement"). The Company and the
Corporation are hereinafter sometimes jointly referred to as "the Companies."
WHEREAS, the Companies are contemplating a transaction pursuant to which the
Companies would combine their business enterprises with those of another
company; (the contemplated transaction is hereinafter referred to as the
"Transaction"); and
WHEREAS, the Companies and Executive wish to modify the Amended Agreement in
certain respects generally and in particular respects in contemplation of the
Transaction;
NOW, THEREFORE, in consideration of the premises and mutual promises contained
herein the sufficiency and receipt of which are hereby acknowledged the parties
agree as set forth below:
1. Paragraph 3 of the Amended Agreement is amended to read hereafter as
follows:
"In the event of Change of Control, all of Executive's unvested stock
options shall vest without further action by either of the Companies or
Executive. Notwithstanding anything to the contrary contained in the
agreements covering such stock options, such stock options shall be
exercisable for the five (5) full calendar years following the Change of
Control pursuant to the other terms of the Amended and Restated Stock
Option Plan for Key Employees and Directors of Tuboscope Vetco
International Corporation."
2. Subparagraph 4(g) of the Amended Agreement is amended by inserting
"paragraph 3 and" immediately prior to "subparagraphs 4(a)-(g)" in the
second line.
EXHIBIT 10(nn)
IN WITNESS WHEREOF, the Company, the Corporation, and the Executive have
executed this Agreement on this 3rd day of January, 1996.
EXECUTIVE TUBOSCOPE VETCO INTERNATIONAL INC.
/s/ XXXXXXX X. XXXXXX, XX. By: /s/ XXXXXX X. XXXX
-------------------------------- -------------------------------
Xxxxxxx X. Xxxxxx, Xx. Xxxxxx X. Xxxx
Chairman of the Board
TUBOSCOPE VETCO INTERNATIONAL
CORPORATION
By: /s/ XXXXXX X. XXXX
--------------------------
Xxxxxx X. Xxxx
Chairman of the Board
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