EXHIBIT 10.8
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") entered into by and among
TODCO (formerly known as R&B Falcon Corporation), a Delaware corporation, TODCO
Management Services, LLC (formerly known as R&B Falcon Management Services,
Inc.), a wholly owned subsidiary of TODCO (the "Company"), and Xxx Xxxx (the
"Executive"), dated this 12th day of December, 2003.
W I T N E S S E T H:
WHEREAS, on July 15, 2002, TODCO, the Company and the Executive
entered into an Employment Agreement (the "Employment Agreement") under which
the Executive serves as Chief Executive Officer and President of TODCO;
WHEREAS, Section 12(a) of the Employment Agreement contemplates the
amendment of the Employment Agreement by written agreement executed by all of
the parties to the Employment Agreement and such parties desire to amend the
Employment Agreement; and
WHEREAS, TODCO and the Company intend to continue to employ the
Executive as Chief Executive Officer and President of TODCO upon the additional
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Employment Agreement, as hereby amended, all of the
parties to the Employment Agreement hereby agree to amend the Employment
Agreement as follows:
1. All references in the Employment Agreement to "R&B Falcon
Corporation" and to "RBF" shall become references to "TODCO" and all references
in the Employment Agreement to "R&B Falcon Management Services, Inc." shall
becomes references to "TODCO Management Services, LLC."
2. Section 1 of the Employment Agreement is hereby amended by
replacing the phrase "the third anniversary of the Effective Date" with the
phrase "January 16, 2007."
3. The third sentence of Section 2(b)(iii) of the Employment
Agreement is hereby amended to read as follows:
"The IPO Option shall be subject to (A) expiration on the tenth
anniversary of the IPO Date or, if earlier, 90 days after the
Executive's Date of Termination (as defined in Section 3(g) or
Section 4(b)) and (B) incremental exercisability of the IPO Option
at the rate of fifty percent (50%) of the shares subject to the IPO
Option on the IPO Date, and twenty-five percent (25%) of the
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shares subject to the IPO Option per year on the first (1st)
anniversary of the IPO Date and the second (2nd) anniversary of the
IPO Date so that cumulatively after the end of the second (2nd)
anniversary of the IPO Date, one hundred percent (100%) of the IPO
Option shall be exercisable."
4. The second sentence in Section 2(b)(iv) of the Employment
Agreement is hereby amended to read as follows:
"The IPO Restricted Stock shall contain forfeiture restrictions that
shall lapse on the later of July 16, 2005 or the IPO Date, subject
to the Executive's continuous employment with TODCO and the Company
through that date."
5. Section 3(a)(i) of the Employment Agreement is hereby amended to
read as follows:
"If during the period commencing on the Effective Date and ending on
July 15, 2005 (the "Waiting Period") neither an IPO nor a Whole
Company Sale occurs (the "IPO Nonoccurrence"), then the Executive
may voluntarily terminate his employment for any reason during the
ninety (90)-day period immediately following the expiration of the
Waiting Period ("Approved Termination")."
6. The first sentence of Section 7(a) of the Employment Agreement is
hereby deleted and replaced with the following:
"The Executive shall not for a period (the "Restricted Period") of
(i) one (1) year after the Date of Termination for a termination of
employment described in Section 3(b), 3(c), 3(d) or 3(e) of this
Agreement or (ii) eighteen (18) months after the Date of Termination
for a Qualifying Termination that occurs within the eighteen
(18)-month period immediately following a Change in Control, engage
in Competition with the Company, TODCO, or any of TODCO's
affiliates. This Section 7 shall not apply to a termination of the
Executive's employment described in Section 3(a) of this Agreement."
7. Unless otherwise defined in this Amendment, capitalized terms
used herein shall have the meanings set forth in the Employment Agreement.
8. In the event of a conflict between the terms of this Amendment
and the Employment Agreement, this Amendment shall control.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and TODCO and the Company have caused this Amendment to be executed in its
name on its behalf, all effective as of this 12th day of December, 2003.
EXECUTIVE
/s/ Xxx Xxxx
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Xxx Xxxx
TODCO
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Vice President
TODCO MANAGEMENT SERVICES, LLC
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Vice President
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