EXHIBIT 10.22
SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is entered into by and
between Pride Petroleum Services, Inc., a Louisiana corporation (the "Company"),
and Xxxx X'Xxxxx ("Executive") on this the 11th day of March, 1997.
33. Section 6.7 of the Purchase Agreement (the "Purchase Agreement") dated
December 16, 1996 between the Company, Forasol-Foramer N.V. ("FFNV"), and
the Controlling Shareholders of FFNV, provides that the Company will
provide certain severance benefits to Executive upon the occurrence of
certain events. In consideration for the promises and agreements contained
in that Purchase Agreement and the promises and agreements contained
herein, the Company and Executive agree that Executive is entitled to
severance benefits in accordance with the provisions of this Agreement.
34. Executive has been employed by or been under contract with Forasol S.A.,
Forinter Ltd., or an affiliate or subsidiary thereof (collectively,
"Forasol"), since 5-81 as Manager Marketing and Business Development.
Executive agrees that he will render services exclusively to Forasol (or
any successor) during the period of his employment to the best of his
ability and that he will devote full time to his duties.
35. Subject to the provisions of this Agreement, if Executive's employment by
Forasol or any successor, including without limitation an affiliate of the
Company (a "Successor") is terminated by the Company within five years of
this Agreement, the Company will as consideration for his cooperation in
contemplation of the transactions described in the Purchase Agreement and
other good and valuable consideration, pay to Executive the following
amounts in one lump sum on or before the tenth day after the last day of
Executive's employment with Forasol or any Successor (subject to any
applicable payroll or other taxes required to be withheld).
a. one and one half (1.5) months of gross salary for each year of service
with or to Forasol or any Successor if Executive is terminated by the
Company or a Successor within two years after the closing of the
Purchase Agreement; provided, however, that all payments made to
Executive on account of statutory severance benefits shall reduce,
dollar for dollar, the Company's (or a Successor's) obligation pursuant
to this Section 3.(a); and
b. one month of gross salary for each year of service with or to Forasol
or any Successor if Executive is terminated by the Company or a
Successor within the third, fourth or fifth years following the closing
of the Purchase Agreement, up to a maximum of twelve months of gross
salary; and
In addition, the Company shall immediately cause Executive and each of his
dependents (including his spouse) who were covered under the Forasol's (or
any Successor's) retirement and benefit plans on the day prior to
Executive's termination to continue to be covered under such
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plans for eighteen months; on the same basis to Executive as was in effect
at the time of termination; provided, however, that (i) coverage under the
benefit plans shall terminate if and to the extent Executive becomes
eligible to receive comparable benefit coverage from a subsequent employer
(and any such eligibility shall be promptly reported to the Company by
Executive) and (ii) if Executive (and/or his spouse and dependents) would
have been entitled to retiree benefit coverage under Forasol's plans had he
voluntarily retired on the date of such termination, then such coverage
shall be continued as provided under such plans.
36. As used herein, "gross salary" shall mean compensation paid to Executive
for his services to Forasol or any Successor including his base salary
paid, deferred compensation (including statutory prime speciale
deperformance (the "Premium"), which such Premium shall not exceed 20% of
such base salary) and any non-cash benefits, for which Executive is
eligible. Gross salary shall not include any bonuses, profit sharing
proceeds or other prerequisites to which the Executive might otherwise be
entitled. One month of gross salary shall be calculated as one-twelfth
(1/12) of Executive's annual gross salary (excluding any bonus payment)
effective immediately prior to the event giving rise to the severance
payment provided herein.
37. In addition to the Executive's right to receive the severance benefits as
provided in Section 3 hereof, Executive shall be entitled to the severance
benefits hereunder in the event that (a) there is a material reduction in
Executive's gross salary from that provided to him immediately prior to the
effective date of this Agreement; (b) the Executive is not retained in his
present or equivalent position; or (c) the Company does not provide the
compensation and benefits as provided in Section 7 hereof.
38. Executive shall not be entitled to any severance benefits hereunder if
Executive's employment is terminated for any of the following reasons:
a. Executive has been convicted of a felony or a misdemeanor involving
moral turpitude; or
b. Executive has willfully engaged in conduct that is materially injurious
to the Company or any of its affiliates or has competed in any way,
directly or indirectly, with the Company or any of its affiliates; or
c. Executive has committed acts or conduct which would make it
unreasonable for the Company to retain Executive in its employment,
such as, but not limited to, dishonesty, activities harmful to the
reputation of the Company, refusal to perform or neglect of the
substantive duties assigned to him, or the breach of any of the
provisions of this Agreement or any material policy of the Company or
any of its affiliates; or
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d. Executive resigns from his employment or otherwise willfully terminates
his employment; or
e. Executive dies or becomes unable to discharge his duties due to
disability; or
f. Executive attains sixty-five (65) years of age.
39. Notwithstanding any provision in this Agreement, the Company shall provide
to Executive compensation and benefits that are at least as favorable as
those currently being provided to Executive by Forasol and the Company
shall provide to Executive compensation and benefits comparable to those
provided to management employees of Company and its other Subsidiaries
holding comparable positions at comparable employment locations (giving due
regard to differences in cost of living, competitive conditions and other
similar factors), if and to the extent such compensation and benefits of
Company and its other Subsidiaries are more favorable than those provided
by Forasol. Nothing in this Agreement shall diminish any rights,
compensation or benefits that Executive is entitled to under the Purchase
Agreement.
40. Except as provided in Section 3.(a) hereof, the Company's obligation to pay
Executive the amounts provided herein shall not be reduced by any statutory
severance payment owed to Executive. Executive shall not be obligated to
seek other employment in mitigation of the amounts payable or arrangements
made under any provision of this Agreement, and, except with respect to
benefit plans, the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make (or cause to be
made) the payments and arrangements required to be made under this
Agreement.
41. This Agreement shall be binding upon and inure to the benefit of the
Company and any successor of the Company, by merger or otherwise. This
Agreement shall also be binding upon and inure to the benefit of Executive
and his estate. If Executive shall die prior to full payment of amounts
due pursuant to this Agreement, such amounts shall be payable pursuant to
the terms of this Agreement to his estate.
42. Any provision in this Agreement which is prohibited or unenforceable in any
jurisdiction by reason of applicable law shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability
without invalidating or affecting the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
43. Executive shall not have any right to pledge, hypothecate, anticipate or
assign this Agreement or the rights hereunder, except by will or the laws
of descent and distribution.
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44. Any notices or other communications provided for in this Agreement shall be
in writing. In the case of Executive, such notices or communications shall
be effectively delivered if hand delivered to Executive at his principal
place of employment or if sent by registered or certified mail to Executive
at the last address he has filed with the Company. In the case of the
Company, such notices or communications shall be effectively delivered if
sent by registered or certified mail to the Company at its principal
executive offices.
45. Any dispute arising out of or in connection with this Agreement or the
application, implementation, validity, breach or termination of this
Agreement shall be finally and exclusively settled by arbitration in
Houston, Texas, under the American Arbitration Association Rules for
Arbitration. There shall be three arbitrators appointed pursuant to such
Rules. The arbitration shall be conducted in the English Language.
46. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Texas.
47. If Executive is entitled to and receives the benefits provided hereunder,
performance of the obligations of the Company hereunder will constitute
full settlement of all claims that Executive might otherwise assert against
the Company on account of his termination of employment (inclusive of any
claim for statutory severance payments owed to Executive pursuant to
paragraph 3.(a) hereof.
48. This Agreement shall not be deemed to constitute a contact of employment,
nor shall any provision hereof affect the terms and conditions of any other
agreement between the company and Executive except as provided herein.
EXECUTIVE
/s/ Xxxx X'Xxxxx
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Name: Xxxx X'Xxxxx
COMPANY
Pride Petroleum Services, Inc.
By: /s/ Xxx Xxxxxx
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Name:
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Title:
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