EXHIBIT 10.24
CONSULTING SERVICES AGREEMENT
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THIS CONSULTING SERVICES AGREEMENT ("Agreement") is entered
into as of the 1st day of April, 1999, by and between WILLBROS
INTERNATIONAL, INC. ("Willbros"), a Republic of Panama
corporation, and M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Consultant"), an individual
who resides at Jenks, Oklahoma.
W I T N E S S E T H:
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WHEREAS, Willbros and its affiliates are engaged in the
provision of construction, engineering and other specialty
services to the petroleum industry at various locations
throughout the world; and
WHEREAS, Consultant has significant experience and expertise
in the provision of construction, engineering and other specialty
services to the petroleum industry throughout the world; and
WHEREAS, Willbros and its affiliates wish to obtain certain
advice and assistance from Consultant in connection with their
business activities and Consultant is willing to provide such
advice and assistance to Willbros and its affiliates on the terms
specified herein;
NOW, THEREFORE, for and in consideration of the premises and
the mutual promises and covenants hereinafter set forth, the
parties hereto agree as follows:
1. Services to be Performed. The services to be provided by
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Consultant shall consist of advice and assistance in
connection with the business activities conducted by
Willbros and/or its affiliates ("Services"). All Services
shall be rendered at the request and under the general
direction of senior management of Willbros. Subject to
Paragraph 16 below, Willbros will provide Consultant such
information about the business activities of Willbros and
its affiliates as Consultant may reasonably require in order
to carry out the Services.
2. Standard of Performance. All Services will be performed by
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Consultant with a level of skill and care generally
exercised by other professional consultants engaged in
performing the same or similar services. In performing the
Services, Consultant will comply fully with all applicable
laws, including, without limitation, the United States
Foreign Corrupt Practices Act of 1977, as amended.
3. Relationship. The relationship between Willbros and
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Consultant shall be that of independent contractors and
Consultant shall not be or be deemed to be a partner, agent
or employee of Willbros or any of its affiliates. Unless
otherwise expressly authorized in writing, Consultant shall
have no authority to enter into any contract or agreement on
behalf of Willbros or any of its affiliates or otherwise to
bind Willbros or its affiliates in any manner whatsoever.
Consultant shall not be eligible to participate in any
employee pension, insurance, medical, retirement or other
fringe benefit plan of Willbros or any of
its affiliates on account of the provision of Services
pursuant to this Agreement. Consultant shall be free
to organize the performance of his obligations under
this Agreement in any manner which he, in his sole
discretion, may determine to be the most effective
manner of accomplishing the objectives of this Agreement,
provided such performance is in good faith and is not
inconsistent with any other provision of this Agreement.
4. Term. This Agreement shall become effective on April 1,
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1999, and shall continue in force until March 31, 2003,
unless sooner terminated in accordance with Paragraph 15 or
17 below. The term of this Agreement shall be divided into
four, equal contract year ("Contract Year") periods as
follows:
Contract Year 1: April 1, 1999 - March 31, 2000
Contract Year 2: April 1, 2000 - March 31, 2001
Contract Year 3: April 1, 2001 - March 31, 2002
Contract Year 4: April 1, 2002 - March 31, 2003
5. Availability. Upon at least ten (10) days advance notice,
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Consultant shall be available to perform Services for
periods up to the cumulative limits specified below:
Contract Year 1: 125 days
Contract Year 2: 100 days
Contract Year 3: 75 days
Contract Year 4: 50 days
Consultant shall, at Willbros' request, perform Services at
any location in the world where work is then being performed
by Willbros or a Willbros affiliate, has recently been
performed by Willbros or a Willbros affiliate or may be
performed by Willbros or a Willbros affiliate in the
foreseeable future.
6. Compensation. Willbros shall pay Consultant a fee of Two
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Thousand U.S. Dollars (U.S.$2,000) for each day devoted by
Consultant to provision of the Services. Consultant's
expenditure of four (4) or more hours in the provision of
Services during a single calendar day, including requested
travel to a specified location, shall constitute a day
devoted by Consultant to the provision of Services for
purposes of this Agreement. Consultant acknowledges that it
may occasionally be necessary to spend short periods of less
than four (4) hours during a calendar day responding to
telephone inquiries, reading reports or other background
information, preparing reports, invoices or other written
correspondence, making travel arrangements, or otherwise
engaging in activities ancillary to the provision of the
Services. Consultant agrees that there will be no
additional charge for such ancillary activities and that the
daily fee specified above and payable for more significant
expenditures of time will be deemed to be adequate
compensation for such activities.
7. Estimated Fee Payments. On the last day of each calendar
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quarter which occurs while this Agreement is in force,
Willbros shall pay Consultant an estimated payment in respect
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of fees earned or to be earned by Consultant for the
provision of the Services during the term of this Agreement,
as follows:
Contract Year 1: U.S.$62,500 per quarter
Contract Year 2: U.S.$50,000 per quarter
Contract Year 3: U.S.$37,500 per quarter
Contract Year 4: U.S.$25,000 per quarter
The last days of calendar quarters occurring during each
Contract Year shall be June 30, September 30, December 31
and March 31. The estimated fee payments made pursuant to
this Paragraph 7 shall be applied as a credit against the
cumulative fees due Consultant pursuant to Paragraph 6
above. If, upon expiration of this Agreement, total
estimated fee payments made pursuant to this Paragraph 7
exceed the compensation actually earned by Consultant
pursuant to Paragraph 6 above, Consultant shall be entitled
to retain such excess payments.
8. Expenses. Willbros shall reimburse Consultant for all
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reasonable business expenses paid or incurred by Consultant
directly in connection with the performance of the Services,
provided the relevant activity which necessitated the
expenditure has been approved in advance by Willbros.
9. Invoices. Consultant shall submit invoices monthly to
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Willbros for Services performed and expenses incurred during
the preceding month. All invoices shall identify the
Services performed during the preceding month, shall specify
the number of days expended and expenses incurred in
connection with provision of such Services, shall specify
the balance due Consultant for fees, taking into account the
fees earned by Consultant pursuant to Paragraph 6 above and
the estimated fee payments made by Willbros pursuant to
Paragraph 7 above, and shall specify the balance due
Consultant for business expenses incurred in connection with
the provision of Services. Invoices which include business
expenses shall be accompanied by appropriate supporting
documentation. Amounts due Consultant for properly incurred
business expenses shall be paid to Consultant within fifteen
(15) days after receipt of the relevant invoice by Willbros.
The balance due Consultant for fees, if any, shall be
payable only at the end of Contract Year 2 and Contract Year
4. In the event there is a balance due Consultant for fees
in connection with Services provided at the end of Contract
Year 2 or Contract Year 4, Willbros shall pay such balance
due within fifteen (15) days after receipt of the relevant
invoice.
10. Records. Consultant shall maintain, on a consistent basis,
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such books and records as may be reasonably necessary to
reflect the basis upon which the fees and expenses invoiced
were calculated. Consultant shall, upon reasonable notice,
make available to Willbros or its representatives such books
and records for the purposes of verifying any amounts
invoiced Willbros. Consultant shall retain such books and
records for a period of three (3) years after expiration or
termination of this Agreement.
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11. Taxes. Consultant will pay, be fully responsible for and
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indemnify Willbros and its affiliates against all taxes
attributable to the compensation payable to Consultant
hereunder, including, without limitation, income,
unemployment, social security and medicare taxes. If
Willbros so requests, Consultant will provide evidence or
verification that such taxes have been paid in full.
12. Insurance. While this Agreement remains in effect,
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Consultant will maintain in force or cause to be maintained
in force with respect to any automobile operated by
Consultant automobile liability insurance with limits of not
less than One Hundred Thousand U.S. Dollars (U.S. $100,000)
for any one person for bodily injury or death, Three Hundred
Thousand U.S. Dollars (U.S. $300,000) for any one accident
for bodily injury or death and Fifty Thousand U.S. Dollars
(U.S. $50,000) for property damage. Consultant will provide
Willbros evidence of such insurance upon its request. While
performing consulting services under this Agreement,
Consultant will be an insured person under such accidental
death and dismemberment and kidnap and ▇▇▇▇▇▇ insurance
policies as Willbros maintains in force with respect to
certain of its employees and consultants who are engaged in
international business travel. However, Willbros reserves
the right to modify or terminate such insurance policies at
any time.
13. Indemnification. Consultant will be fully responsible for
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and indemnify Willbros and its affiliates against any injury
(including death) which Consultant may sustain in connection
with the performance of the Services. Consultant will also
be responsible for, and will indemnify Willbros and its
affiliates against any liability for any injury to other
persons or damage to the property of other persons which
occurs as a result of Consultant's negligence or willful
misconduct in connection with the performance of Services
and for any liability which arises as a result of
Consultant's failure to comply with his obligations
hereunder. Willbros will indemnify Consultant against any
liability which arises as a result of Consultant's provision of
the Services, provided such liability is not attributable to
Consultant's negligence, willful misconduct or failure to
comply with the provisions of this Agreement and does not
constitute a cost or expense Consultant has specifically
agreed to bear pursuant to the terms of this Agreement.
14. Confidentiality. Except with Willbros' prior written
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consent or as otherwise required by law, Consultant will
hold in confidence, not disclose to any other person or
entity or use for Consultant's own personal benefit or the
benefit of any other person or entity all information
regarding Willbros, its affiliates, their respective
employees, and the business activities conducted by Willbros
or its affiliates which Consultant obtains or becomes aware
of during the course of providing the Services, unless such
information has become publicly available other than as a
result of a breach of this Agreement by Consultant. Any
work product produced by Consultant in connection with the
performance of the Services shall be and remain the property
of Willbros, and Consultant shall have no right, title or
interest in such work product and shall not retain any
copies thereof. Upon Willbros' request, Consultant will
return or destroy all copies of written information provided
to Consultant by Willbros. The requirements of this
Paragraph 14 shall survive expiration or termination of this
Agreement for a period of five (5) years.
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15. Non-Compete. While this Agreement remains in force,
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Consultant will not compete with Willbros or its affiliates,
or provide advice or assistance to any enterprise or entity
which is engaged or intends to engage in competition with
Willbros or its affiliates, in or with respect to any
geographic location where or in respect of which Willbros or
any of its affiliates (a) is, at the relevant time, actively
carrying out work, (b) has, at the relevant time, made a
proposal to carry out work or (c) reasonably expects, at the
relevant time, to carry out work in the foreseeable future.
For purposes of this Agreement, the term "geographic
location" shall, with respect to the United States, mean a
particular state or, in respect of a particular project or
activity, the region or group of states in which the
relevant project or activity is being or will be carried
out. With respect to the remainder of the world, the term
"geographic location" shall mean a particular country.
Prior to providing advice or assistance to any enterprise or
entity engaged in any aspect of the pipeline construction,
engineering or ancillary services business, Consultant shall
inform the Chief Executive Officer or, if he is not
available, the Chief Operating Officer of Willbros of the
identity of the proposed recipient of such advice or
assistance and the scope and nature of the proposed
services. Consultant shall not proceed with the proposed
activity unless and until he receives confirmation from such
Officer that the proposed activity does not violate the
restrictions set forth in this Paragraph or Paragraph 14
above. The Chief Executive Officer or Chief Operating
Officer of Willbros shall respond to Consultant's request
not more than ten (10) days after the request is received.
Subject to the restrictions set forth above, the
confirmation requested by Consultant shall not be
unreasonably withheld. Consultant's failure to provide the
information required by this Paragraph 15 or to obtain the
confirmation required by this Paragraph 15 or to comply with
the restrictions set forth in this Paragraph 15 and
Paragraph 14 above, shall be deemed to be a voluntary
termination of this Agreement by Consultant and, in the
event of such voluntary termination, Consultant shall be
deemed to have waived all further compensation hereunder.
Such termination shall be without prejudice to all other
rights and remedies available to Willbros.
16. Solicitation of Employees. During the term of this
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Agreement, Consultant will not seek to employ or assist any
other enterprise or entity with an effort to employ any
employee of Willbros or its affiliates.
17. Termination. Either party may terminate this Agreement for
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cause with immediate effect if the other of them fails to
comply with its obligations under this Agreement and does
not cure such failure within ten (10) days after notice of
such failure has been provided.
18. Death or Disability. This Agreement contemplates
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performance of all Services by M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ personally.
Accordingly, if Consultant is unable to perform his duties
hereunder due to his death or a permanent physical
disability, this Agreement shall, except as specifically
provided below, terminate immediately and no further
compensation shall be due Consultant hereunder. However,
Willbros recognizes that Consultant may be required to
forego various consulting or employment opportunities during
at least Contract Year 1 in order to comply with his
obligations hereunder. In consideration of Consultant's
willingness to forego such opportunities and in order to
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induce Consultant to make his personal services available to
Willbros, Willbros agrees that, in the event of Consultant's
death or permanent physical disability preventing
performance of the Services during Contract Year 1, Willbros
will, upon termination of this Agreement due to such death
or permanent physical disability, pay to Consultant's
estate, in the case of Consultant's death, or to Consultant
or his legal representative, in the case of a permanent
physical disability, the difference between (a) Two Hundred
Fifty Thousand U.S. Dollars (U.S.$250,000) and (b) the
amount already paid to Consultant in respect of Contract
Year 1.
19. Notices. Any notice required or permitted to be given under
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this Agreement shall be in writing and shall be effective
upon delivery to the party at the party's address or
facsimile number stated herein. Either party may change
such party's address stated herein by giving notice of the
change in accordance with this Paragraph 17.
If to Willbros: Willbros International, Inc.
c/o Willbros USA, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: President
If to Consultant: M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇
Facsimile:
20. Assignment. All rights and obligations herein contained
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shall inure to the benefit of and be binding upon Willbros,
Consultant, their successors and their permitted assigns.
Consultant shall not assign any rights or obligations under
this Agreement without the prior written consent of
Willbros.
21. Governing Law. This Agreement shall be governed and
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construed in accordance with the laws of the Republic of
Panama, excluding any conflict of law or other provision
referencing the laws of another jurisdiction.
22. Entire Agreement and Waiver. This Agreement constitutes the
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entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes any other
understanding entered into by or on account of the parties
with respect to the subject matter hereof to the extent
inconsistent herewith. This Agreement may not be changed,
modified or amended except in writing signed by the parties
hereto. The failure of either party to exercise any rights
under this Agreement for a breach thereof shall not be
deemed to be a waiver of such rights or a waiver of any
subsequent breach.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
CONSULTANT WILLBROS
Willbros International, Inc.
/s/ M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------- By:--------------------------
M. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Senior Vice President
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