EXHIBIT 10.1
GLOBAL MARINE INC.
000 X. Xxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000-0000
February 20 , 1996
Xx. Xxxxxxx X. Xxxxxxx
0000 Xxxx Xxxx
Xxxx, Xxxxx 00000
Dear Xx. Xxxxxxx:
In consideration of your continued services to Global Marine Inc. (the
"Company") and/or any direct or indirect subsidiary of the Company
("Subsidiary") and the other agreements contained herein, the Company hereby
agrees that a severance payment will be made to you if:
A. Your employment with the Company or any Subsidiary is terminated by
the Company or any Subsidiary and such termination is other than
for Cause, as hereinafter defined; or
B. Such employment is terminated by you within six (6) months following
(i) any reduction in your base salary without your consent or (ii)
any substantial alteration in the nature of your position without
your consent, or (iii) your office being moved from the Houston,
Texas area without your consent; or
C. Such employment is terminated by you within twelve (12) months
following a Change of Ownership, as hereinafter defined, of the
Company or of any Subsidiary by which you are employed or which
directly or indirectly owns or controls any Subsidiary by which
you are employed.
"Cause" will mean acts of misconduct harmful to the Company and will not mean
inadequate performance or incompetence. A "Change of Ownership" will have
occurred if direct or indirect beneficial ownership of securities
representing, or other direct or indirect control of, 35% or more of the
voting power of the Company or of any Subsidiary by which you are employed or
which directly or indirectly owns or controls any Subsidiary by which you are
employed is held by one holder or by a group of holders working in concert
for the purpose of such ownership or control where such holder or holders are
not the Company or any Subsidiary.
The severance payment will be made to you at such time on or after the
date of this letter as your employment with the Company or any Subsidiary is
terminated in the circumstances specified. The severance payment will
consist of salary continuation and the continuation of your medical, dental
and life insurance benefits for an additional twenty-four (24) months based on
your highest base salary and benefits at any time within the nine (9) months
immediately preceding such termination, but in no event will the salary or
benefit continuation described herein be provided beyond the earlier of your
normal retirement date under the Global Marine Retirement Plan for Employees
or such date as you first begin to receive a benefit under any retirement plan
funded or insured wholly or in part at the expense of the Company or any
Subsidiary. The salary and benefit continuation described herein will also
be provided in the event of termination due to disability, in which event
payments will be reduced by the amount of any disability payments received by
you that have been funded or insured wholly or in part at the expense of the
Company or any Subsidiary. In the event you die while entitled to the salary
continuation provided in this agreement, the salary continuation payments
will be made to your designated beneficiary or your estate for the remainder
of the twenty-four (24) months.
Subject to the foregoing salary and benefit continuation, this agreement
does not affect the right of the Company or any Subsidiary to terminate your
employment at any time for any reason. Furthermore, this agreement does not
prejudice or otherwise affect your participation in the other benefits and
perquisites generally applicable to the Company's employees or appropriate to
your position, provided, however, that the above-mentioned salary and benefit
continuation is separate and apart from and, to the extent such salary and
benefit continuation is actually paid, will be in lieu of any payment under
any policy of the Company regarding severance payments generally.
Because it is important that the Company and its Subsidiaries protect
secret, proprietary and confidential information pertaining to their
businesses, and because it is reasonable to expect that you have obtained or
will obtain such information in the course of your employment, you agree that
you will not:
(a) divulge or appropriate to your own use or to the use of others any
secret, proprietary or confidential information pertaining to the
business of the Company or any Subsidiary that was obtained in any way
during your employment by the Company or any Subsidiary, it being
understood and agreed that you will promptly deliver to the Company or any
Subsidiary upon the earlier of the request of the Company or such
Subsidiary or the date of your termination of such employment all
documents, copies thereof, and other material in your possession
relating to any of the kinds of information identified above; or
(b) during the period of two years commencing with any termination of
your employment with the Company or any Subsidiary solicit on your own
behalf, or on behalf of any other person, firm or company, the
employment of any person employed by the Company or any Subsidiary; or
(c) during the period of two years commencing with any termination of
your employment with the Company or any Subsidiary compete with the
Company or any Subsidiary in obtaining or performing offshore turnkey
drilling, integrated drilling or drilling management services or other
similar offshore services, either as an employee, officer, director,
consultant, independent contractor or agent of a direct competitor of
the Company or any Subsidiary or on your own behalf, it being understood
and agreed, however, that this agreement shall not preclude you from
working for any person, firm or company that drills oil and gas xxxxx
for its own account or provides onshore oil and gas drilling services
and does not compete with the company or any Subsidiary in obtaining or
performing offshore turnkey drilling, integrated drilling or drilling
management services or other similar offshore services;
and you further agree that if you violate any provision of this paragraph (i)
the Company may bring such action or actions in such court or courts as it
shall deem necessary or advisable in order to enforce your compliance with
the provisions of this paragraph and for damages in respect of such
violation, (ii) you will be ineligible to receive any further salary, benefit
or other compensation hereunder from and after the commencement of such
violation, and (iii) you will immediately repay to the Company any and all
amounts paid, before or after the commencement of such violation, as salary
continuation.
This agreement integrates all the terms and conditions mentioned herein
or incidental hereto and supersedes all oral negotiations or statements and
prior writings with respect to the subject matter hereof.
This agreement shall be governed by the laws of the state of Texas,
without regard to the laws that might otherwise be applicable under
principles of conflicts of laws.
If you accept the agreement contained in this letter, please date and sign
the copy of this letter enclosed for that purpose and return it to the
Company, attention of the Corporate Secretary.
GLOBAL MARINE INC.
By: s / X. X. Xxxxx
X. X. Xxxxx
Chairman and CEO
Accepted and Agreed to this
23rd day of February, 1996.
s / Xxxxxxx X. Xxxxxxx
Signature
