EXHIBIT 10(f)
FIRST AMENDMENT TO SEVERANCE COMPENSATION
AND CONSULTING AGREEMENT
This First Amendment to the Severance Compensation and Consulting
Agreement dated October 4, 1996, between Xxxxxx Drilling Company and Xxxxxx X.
Xxxxxx Xx. (the "Officer") is hereby amended effective July 15, 1998 as
follows:
1. Section 2 of the Agreement shall read as follows:
2. Change in Control. No compensation shall be payable
under this Agreement and the Officer shall not be retained as a
consultant unless and until (a) there shall have been a Change in
Control of the Company while the Officer is still an employee of the
Company and (b) the Officer's employment by the Company thereafter
shall have been terminated in accordance with Section 4 of this
Agreement. For purposes of this Agreement, a "Change in Control" shall
be deemed to have occurred if,
(a) Any individual, entity or group (within the
meaning of Section 13(d)(3) or 14 (d)(7) of the Securities
Exchange Act of 1934, as amended (the "34 Act"), except the
Officer, his affiliates and associates, the Company, or any
corporation, partnership, trust or other entity controlled by
the Company (a "Subsidiary"), or any employee benefit plan of
the Company or of any Subsidiary (each such individual, entity
or group shall hereinafter be referred to as a "Person")
)becomes the beneficial owner (within the meaning of Rule
13d-3 promulgated under the '34 Act) of 15% or more of either
(i) the then outstanding shares of common stock of the Company
(the "Outstanding Company Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of
directors (the "Company Voting Securities"), in either case
unless the Board in office immediately prior to such
acquisition determines in writing within five business days of
the receipt of actual notice of such acquisition that the
circumstances do not warrant the implementation of the
provisions of this Agreement provided, that with regard to
Equitable Companies/Alliance Capital Management, the
applicable percentage shall remain 20%; or
(b) Individuals who, as of the beginning of any
twenty-four month period, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority
of the Board, provided that any individual becoming a director
subsequent to the beginning of such period whose election or
nomination for election by the Company's stockholders was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board,
but excluding for this purpose any such individual whose
initial assumption of office is in connection with an actual
or threatened election contest relating to the election of the
directors of the Company (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the '34 Act); or
(c) Consummation by the Company of a
reorganization, merger or consolidation (a "Business
Combination"), in each case, with respect to which all or
substantially all of the individuals and entities who were the
respective beneficial owners of the Outstanding Company Common
Stock and Company Voting Securities immediately prior to such
Business Combination do not, immediately following such
Business Combination, beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination in substantially the same proportion as their
ownership immediately prior to such Business Combination of
the Outstanding Company Common Stock and Company Voting
Securities, as the case may be; or
(d) (i) Consummation of a complete liquidation
or dissolution of the Company or (ii) sale or other
disposition of all or substantially all of the assets of the
Company other than to a corporation with respect to which,
following such sale or disposition, more than 50% of,
respectively, the then outstanding shares of common stock and
the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors is then owned beneficially, directly or indirectly,
by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Company Voting
Securities, as the case may be, immediately prior to such sale
or disposition.
Notwithstanding any other provision of this
Agreement, no Change in Control shall be deemed to have
occurred for purposes of this Agreement after the date of the
initial Change in Control pursuant to the provisions of
Sections 2 (a), (b), (c) or (d) hereof.
II. With the exception of the above referenced change to Section
2, the remainder of the Severance Compensation and Consulting Agreement shall
remain unchanged and in full force and effect as originally executed between
myself and the Company.
Accepted and agreed to evidenced by my signature below this 13th day of
August, 1998.
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Officer Xxxxxx Drilling Company
