EXHIBIT NO. 10.24
September 14, 1995
Xx. Xxxxxx X. Xxxxxxxx
Suite 400
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
RE: Restricted Stock Agreement
Dear Xx. Xxxxxxxx:
Reference is made to that certain Restricted Stock Agreement dated May
31, 1988 by and between you and ENSCO International Incorporated (formerly
Energy Service Company, Inc.), a Delaware corporation ( ENSCO ), as amended
on March 1, 1991 (collectively, the Agreement ). Under the terms of the
Agreement you acquired 168,750 shares (the "Original Shares") of ENSCO
common stock, par value $.025 per share ( Common Stock ), subject to a
right of repurchase by ENSCO upon the occurrence of certain circumstances
and under certain terms and conditions. You delivered to ENSCO a
promissory note dated July 19, 1988 in the aggregate principal amount of
$675,000 in payment of the purchase price for the Original Shares. Such
promissory note was amended on July 19, 1988 and is referred to herein as
the Promissory Note.
We have previously discussed restructuring the terms of the Agreement
and the Promissory Note so that the Promissory Note is canceled and you
receive shares of Common Stock (the "New Shares") equal to the difference
between the value of the Original Shares on the date the Promissory Note is
canceled calculated using the Formula Price (as defined in the Agreement)
and the unpaid principal balance of the Promissory Note. The Agreement
would be terminated and the New Shares would not be subject to any of the
restrictions in the Agreement.
Based on these discussions ENSCO and you hereby agree that on the
Closing Date (as defined below), you shall transfer to ENSCO all right,
title and interest you have in the Original Shares and in exchange therefor
ENSCO shall cancel the Promissory Note and deliver to you a stock
certificate representing the New Shares. The Agreement shall be deemed
terminated as of the Closing Date.
The number of New Shares shall be calculated in the following manner:
Number of New Shares = (168,750 x Formula Price) - $675,000
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Market Price
Where,
Market Price = the price per share of Common Stock
based on the average of the high and
low sale prices of the Common Stock as
reported by the American Stock Exchange,
Inc. on the Closing Date.
Formula Price = the Formula Price referenced in the
Agreement using the Market Price as the
Trading Price (as defined in the
Agreement).
The Closing Date shall be a date mutually agreed between the Company
and you occurring after the date the Board of Directors of the Company
approves the terms of this letter.
If the foregoing correctly sets forth our mutual agreement with
respect to the foregoing, please sign at the space provided below.
Yours very truly,
ENSCO International Incorporated
/S/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Chairman and Chief Executive Officer
AGREED AND ACCEPTED
this 15th day of September, 1995.
/S/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
