EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of May 5, 1998,
is by and between GLOBAL MARINE INC., a Delaware corporation ("GMI"),
GLOBAL MARINE CORPORATE SERVICES INC., a California corporation (the
"COMPANY"), and XXXXXX X. XXXX (the "EXECUTIVE").
The Company desires to employ the Executive and the Executive
desires to accept employment with the Company, on the terms and
conditions of this Agreement.
Accordingly, the parties agree as follows:
1. EMPLOYMENT DUTIES AND ACCEPTANCE.
1.1 EMPLOYMENT BY THE COMPANY: DUTIES. GMI and the Company
hereby agree to employ the Executive for a term commencing on
May 5, 1998, and expiring at the end of the day on October 23, 2003
(such date, or later date to which this Agreement is extended in
accordance with the terms hereof, the "TERMINATION DATE"), unless
earlier terminated as provided in Article 4 or unless extended as
provided herein (the "TERM"). During the Term, the Executive shall
initially serve in the capacity of President and Chief Executive
Officer of GMI and shall also serve in those offices and
directorships of the Company, and subsidiary corporations or
entities of GMI, to which he may from time to time be appointed or
elected. During the Term, the Executive shall devote all
reasonable efforts and all of his business time and services to GMI
and the Company, subject to the direction of the Board of Directors
of GMI (the "GMI BOARD") and the Board of Directors of the Company
(the "COMPANY BOARD" and together with the GMI Board, the "BOARDS).
The Executive shall not engage in any other business activities
except for passive investments and his farm and ranching interests
and service on the Boards of Directors of Cardinal Holding Corp.
and Cardinal Services, Inc., which activities shall not materially
interfere with the Executive's obligations hereunder.
1.2 ACCEPTANCE OF EMPLOYMENT BY THE EXECUTIVE. The Executive
hereby accepts such employment and shall render the services and
perform the duties described above.
2. COMPENSATION AND OTHER BENEFITS.
2.1 ANNUAL SALARY. The Company shall pay to the Executive an
annual salary at a rate of five hundred twenty-five thousand
dollars ($525,000) per year (the "ANNUAL SALARY"), subject to
increase at the sole discretion of the Board. The Annual Salary
shall be payable in accordance with the payroll policies of the
Company as from time to time in effect, but in no event less
frequently than once each month, less such deductions as shall be
required to be withheld by applicable law and regulations.
2.2 BONUS. If determined by the GMI Board, the Company may
declare and pay an incentive bonus to the Executive with respect to
the fiscal years ending during the Term (the "INCENTIVE BONUS").
The amount of the Incentive Bonus payable during the Term shall be
determined by the GMI Board, in its sole discretion.
2.3 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN. Effective as of
the Effective Date, the Executive shall be designated a participant
in the Global Marine Executive Supplemental Retirement Plan (the
"SERP"). For purposes of determining the amount of the Normal
Retirement Benefit and the Executive's eligibility for an Early
Retirement Benefit under the SERP (as such terms are defined
therein), the Executive shall be credited with three years of
employment with the Company for each actual year of employment from
and after the Effective Date. In addition, in the event the
Executive's employment with the Company terminates due to death,
due to disability pursuant to Section 4.5, due to involuntary
termination without cause under Section 4.3, or due to constructive
termination under Section 4.6, he shall be deemed eligible to
receive an Early Retirement Benefit under the SERP calculated as
though the Executive had attained 15 years of employment with the
Company, and in such event his benefits shall be determined on the
basis of the Annual Salary and Incentive Bonus paid during the
twelve-month period preceding his termination of employment.
2.4 PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The Company and
GMI agree to permit the Executive during the Term, if and to the
extent eligible, to participate in any 401k plan, retirement plan,
group life, hospitalization or disability insurance plan, health
program, pension plan, similar benefit plan or other so-called
"fringe benefits" of the Company or GMI (collectively, "BENEFITS")
which may be available to other senior executives of the Company or
GMI on terms no less favorable to the Executive than the terms
offered to such other executives.
2.5 OTHER PERQUISITES. The Executive shall be entitled to
expense reimbursement, office appointments, secretarial support and
other perquisites as are provided in accordance with Company policy
or practice for senior executives of the Company. In addition, the
Company shall provide the Executive with the use of the automobile
which was made available to the Executive by Cardinal Services,
Inc., provided that Cardinal Services, Inc. agrees to an assumption
of the lease agreement for such automobile, or if an assumption of
such lease cannot be mutually agreed, the Company will provide the
Executive with the use of a similar automobile.
3. NON-COMPETITION; NON-SOLICITATION.
3.1 COVENANTS AGAINST COMPETITION. The Executive
acknowledges that (i) his work for GMI and the Company will give
him access to trade secrets of and confidential information
concerning the business of GMI, the Company and their affiliates
(the "Company Business"); and (ii) the agreements and covenants
contained in this Agreement are essential to protect the business
and goodwill of GMI and the Company. Accordingly, the Executive
covenants and agrees as follows:
3.1.1 NON-COMPETE. The Executive shall not during
the Restricted Period (as defined below) in the United States
or any other place where GMI, the Company and their affiliates
conduct operations related to the Company Business, directly
or indirectly (except in the Executive's capacity as an
officer of GMI or the Company): (i) engage or participate in
the Company Business; (ii) enter the employ of, or render any
other services to, any person engaged in the Company Business
except as permitted hereunder; or (iii) become interested in
any such person in any capacity, including, without
limitation, as an individual, partner, shareholder, lender,
officer, director, principal, agent, consultant or trustee
except as permitted hereunder, provided however, that the
Executive may own, directly or indirectly, solely as an
investment, securities of any person traded on any national
securities exchange or listed on the National Association of
Securities Dealers Automated Quotation System if the Executive
is not a controlling person of, or a member of a group which
controls, such person and the Executive does not, directly or
indirectly, own 1% or more of any class of equity securities,
or securities convertible into or exercisable or exchangeable
for 1% or more of any class of equity securities, of such
person. As used herein, the "Restricted Period" shall mean a
period commencing on the date hereof and terminating upon the
first to occur of (a) the date which is one year after the
date on which the Company terminates or is deemed to terminate
the Executive's employment without Cause as defined
hereinafter, (b) the date which is one year after the date on
which the Executive terminates or is deemed to terminate his
employment pursuant to Section 4.6 hereof or (c) the
Termination Date; provided, however, that if the Company shall
have terminated the Executive's employment for Cause and such
Cause in fact exists or if the Executive shall have terminated
his employment with the Company in breach of the terms of this
Agreement, the Restricted Period shall end twelve months
following the termination of the Executive's employment
hereunder.
3.1.2 DISCLOSURE OF INFORMATION. The Executive
recognizes and acknowledges that he will have access to
certain confidential proprietary information of GMI and the
Company which is a valuable, special and unique asset of the
business of GMI, the Company and their affiliates. He
therefore covenants and agrees, which covenant and agreement
is of the essence of this Agreement, that during or after the
term of his employment, he will not reveal to anyone not an
employee, officer, agent or consultant of GMI, the Company and
their affiliates at any time the business methods or secrets
of GMI, the Company and their affiliates, and that upon
termination of his employment, he will return to GMI and the
Company all records and documents (and all copies thereof) and
all other property belonging to GMI and the Company or
relating to GMI and their business.
3.1.3. SOLICITATION AND ENTICEMENT OF EMPLOYEES. The
Executive agrees that during the term of his employment by GMI
and the Company and for a period of one (1) year after
termination of his employment with GMI and the Company, he
will not solicit or entice any other employee of GMI or the
Company to leave GMI or the Company to go to work for any
other business or organization which is in direct or indirect
competition with GMI or the Company.
3.1.4 CUSTOMERS OF THE COMPANY. During the
Restricted Period, the Executive shall not, except by reason
of and in his capacity as an officer of the Company, directly
or indirectly, request or advise a customer of the Company or
its subsidiaries to curtail or cancel such customer's business
relationship with the Company.
3.2 RIGHTS AND REMEDIES UPON BREACH. If the Executive
breaches, or threatens to commit a breach of, any of the provisions
contained in Section 3.1 of this Agreement (the "RESTRICTIVE
COVENANTS"), the Company shall have the following rights and
remedies, each of which rights and remedies shall be independent of
the others and severally enforceable, and each of which is in
addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity:
3.2.1 SPECIFIC PERFORMANCE. The right and remedy to
have the Restrictive Covenants specifically enforced by any
court of competent jurisdiction, it being agreed that any
breach or threatened breach of the Restrictive Covenants would
cause irreparable injury to GMI and the Company and that money
damages would not provide an adequate remedy to GMI and the
Company.
3.2.2 ACCOUNTING. The right and remedy to require
the Executive to account for and pay over to the Company all
compensation, profits, monies, accruals, increments or other
benefits derived or received by the Executive as the result of
any action constituting a breach of the Restrictive Covenants.
3.3 SEVERABILITY OF COVENANTS. The Executive acknowledges
and agrees that the Restrictive Covenants are reasonable and valid
in duration and geographical scope and in all other respects. If
any court determines that any of the Restrictive Covenants, or any
part thereof, is invalid or unenforceable, the remainder of the
Restrictive Covenants shall not thereby be affected and shall be
given full effect without regard to the invalid portions.
3.4 BLUE-PENCILLING. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable
because of the duration or geographical scope of such provision,
such court shall have the power to reduce the duration or scope of
such provision, as the case may be, and, in its reduced form, such
provision shall then be enforceable.
3.5 ENFORCEABILITY IN JURISDICTIONS. GMI, the Company and
the Executive intend to, and hereby do, confer jurisdiction to
enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of such Restrictive
Covenants. If the courts of any one or more of such jurisdictions
hold the Restrictive Covenants unenforceable by reason of the
breadth of such scope or otherwise, it is the intention of GMI and
the Company that such determination not bar or in any way affect
the right of GMI and the Company to the relief provided above in
the courts of any other jurisdiction within the geographical scope
of such Restrictive Covenants, as to breaches of such Restrictive
Covenants in such other respective jurisdictions, such Restrictive
Covenants as they relate to each jurisdiction being, for this
purpose, severable into diverse and independent covenants.
4. TERMINATION.
4.1 TERMINATION UPON DEATH. If the Executive dies during the
Term, this Employment Agreement shall terminate, provided,
however, that in any such event, (a) the Company shall pay to the
Executive, or to his estate, an amount in cash equal to three times
Executive's Annual Salary then in effect (or, if the Company has
reduced the Executive's Annual Salary in breach of this Agreement,
the Executive's Annual Salary before such reduction), and any
Benefits that have vested in the Executive at the time of such
termination as a result of his participation in any of the
Company's benefit plans shall be paid to the Executive, or to his
estate or designated beneficiary, in accordance with the provision
of such plan.
4.2 TERMINATION WITH CAUSE. The Company has the right, at
any time during the Term, subject to all of the provisions hereof,
exercisable by serving notice, effective on or after the date of
service of such notice as specified therein, to terminate the
Executive's employment under this Agreement and discharge the
Executive with Cause. If such right is exercised, the Term shall
terminate on the date of such termination and the Company's
obligation to the Executive shall be limited solely to the payment
of unpaid Annual Salary accrued, and subject to the provisions of
the applicable benefit plans, any benefits vested up to the
effective date specified in the Company's notice of termination.
As used in this Agreement, the term "Cause" shall mean and include
(i) chronic alcoholism or controlled substance abuse as determined
by a doctor selected by the Company and reasonably acceptable to
the Executive (subject to the requirements of the Americans with
Disabilities Act), (ii) an act of fraud or dishonesty on the part
of the Executive with respect to the Company or its subsidiaries;
(iii) the Executive's material and continuing failure to perform
(as opposed to unsatisfactory performance of) his duties hereunder
after written notice thereof or a material breach by the Executive
of this Agreement except, in each case, where such failure or
breach is caused by the illness or other similar incapacity or
disability of the Executive; or (iv) conviction of or entry of a
plea of nolo contendere to a misdemeanor involving moral turpitude
or a felony. Prior to the effectiveness of termination for Cause
under subclause (i), (ii), or (iii) above, the Executive shall be
given 30 days' prior notice from the Board specifically identifying
the reasons which are alleged to constitute Cause for any
termination hereunder and an opportunity to be heard by the Board
in the event Executive disputes such allegations.
4.3 TERMINATION WITHOUT CAUSE. The Company has the right, at
any time during the Term, subject to all of the provisions hereof,
exercisable by serving notice, effective on or after the date of
service of such notice as specified therein, to terminate the
Executive's employment under this Agreement and discharge the
Executive without Cause. If the Executive is terminated during the
Term without Cause (including any termination which is deemed to be
a constructive termination without Cause under Section 4.6 hereto),
the Term shall terminate on the date of such termination and the
Company's obligation to the Executive shall be limited solely to
the payment, at the times and upon the terms provided for herein,
of the greater of (i) the Executive's Annual Salary for the number
of full months remaining in the Term of this Agreement had the
Executive not been so terminated and (ii) the Executive's Annual
Salary for a period of 24 months, in each case based on the Annual
Salary of the Executive in effect on the date of termination (or,
if the Company has reduced the Executive's Annual Salary in breach
of this Agreement, the Executive's Annual Salary before such
reduction). In the event of a termination by the Company without
Cause within 180 days after a Change of Control (as hereinafter
defined), including a constructive termination without Cause
pursuant to Section 4.6, the amounts due to the Executive pursuant
to this Section 4.3 shall be due and payable in one lump-sum
payment within 60 days after such termination. In all other cases,
any amounts due to the Executive pursuant to this Section 4.3 shall
be due and payable as and when they would have become due and
payable absent such termination. In addition, any Benefits that
have vested in the Executive at the time of such termination as a
result of his participation in any of the Company's benefit plans
shall be paid to the Executive, or to his estate or designated
beneficiary, subject to the provisions of such plans.
4.4 TERMINATION BY THE EXECUTIVE. Any termination of this
Agreement by the Executive during the Term, except such termination
as is deemed to be a constructive termination without Cause by the
Company under Section 4.6 of this Agreement, shall be deemed to be
a breach of the terms of this Agreement for the purposes of Section
3.1.1 hereof and shall entitle the Company to discontinue payment
of all Annual Salary, Incentive Bonuses and benefits accruing from
and after the date of such termination. Any Benefits that have
vested in the Executive at the time of such termination as a result
of his participation in any of the Company's benefit plans shall be
paid to the Executive, or to his estate or designated beneficiary,
subject to the provisions of such plans.
4.5 TERMINATION UPON DISABILITY. If during the Term the
Executive becomes physically or mentally disabled, whether totally
or partially, as evidenced by the written statement of a competent
physician licensed to practice medicine in the United States who is
mutually acceptable to the Company and the Executive or his closest
relative if he is not then able to make such a choice, so that the
Executive is unable, with reasonable accommodation, substantially
to perform his services hereunder (i) for a period of four
consecutive months, or (ii) for shorter periods aggregating six
months during any twelve-month period, the Company may at any time
after the last day of the four consecutive months of disability or
the day on which the shorter periods of disability equal an
aggregate of six months, by written notice to the Executive,
terminate the Executive's employment hereunder. In the event of
such termination, the Term shall terminate on the date of such
termination and the Company shall (a) pay to the Executive, or to
his estate, an amount in cash equal to three times Executive's
Annual Salary then in effect (or, if the Company has reduced the
Executive's Annual Salary in breach of this Agreement, the
Executive's Annual Salary before such reduction), and (b) any
Benefits that have vested in the Executive at the time of such
termination as a result of his participation in any of the
Company's benefit plans shall be paid to the Executive, or to his
estate or designated beneficiary, subject to the provisions of such
plans.
4.6 CONSTRUCTIVE TERMINATION WITHOUT CAUSE. Notwithstanding
any other provision of this Agreement, the Executive's employment
under this Agreement may be terminated during the Term by the
Executive, which termination shall be deemed to be constructive
termination by the Company without Cause if one of the following
events shall occur without the consent of the Executive: (i) a
failure to elect or reelect or to appoint or reappoint the
Executive to the office of Chief Executive Officer of GMI or other
material change by the Company or GMI which would reduce the
Executive's title or position or assign him responsibilities not in
keeping with the position of Chief Executive Officer and President
described in Section 1 above; (ii) the assignment or reassignment
by the Company or GMI of the Executive to a location outside an
area of metropolitan Houston, Texas; (iii) the liquidation,
dissolution, consolidation or merger of the Company or GMI, or
transfer of all or substantially all of its assets, other than a
transaction in which a successor corporation assumes this Agreement
and all obligations and undertakings of the Company and GMI
hereunder; (iv) a reduction in the Executive's fixed salary; (v) a
Change of Control as hereinafter defined; (vi) the failure by GMI
or the Company to indemnify the Executive in accordance with the
provisions of Attachment A hereto; (vii) the Executive is not
re-elected to the Board immediately after his term on the Board
expires; or (viii) the occurrence of any other material breach of
this Agreement by GMI, the Company or any of their subsidiaries.
Any such termination shall be made by written notice to each member
of the Board, specifying the event relied upon for such termination
and given within 60 days after such event. Any such constructive
termination shall be effective 60 days after the date each member
of the Board has been given such written notice setting forth the
grounds for such termination with specificity; provided, however,
that Executive shall not be entitled to terminate this Agreement in
respect of any of the grounds set forth above if within 60 days
after such notice the action constituting such ground for
termination is no longer continuing. A constructive termination by
the Company without Cause shall terminate the Restrictive Period
hereunder.
4.7 CHANGE OF CONTROL. For the purposes hereof, a "Change of
Control of the Company" shall be deemed to have occurred if after
the effective date (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule d-3 under the Securities Exchange Act of
1934 (the "Act")), directly or indirectly, of securities of GMI
representing 35% or more of the combined voting power of GMI's then
outstanding securities without the prior approval of at least a
majority of the members of the Board in office immediately prior to
such person attaining such percentage interest; (ii) there occurs
a proxy contest or a consent solicitation, or GMI is a party to a
merger, consolidation, sale of assets, plan of liquidation or other
reorganization not approved by at least a majority of the members
of the GMI Board in office, as a consequence of which members of
the GMI Board in office immediately prior to such transaction or
event constitute less than a majority of the GMI Board thereafter;
or (iii) during any period of two consecutive years, other than as
a result of an event described in clause (ii) of this Section 4.7,
individuals who at the beginning of such period constituted the GMI
Board (including for this purpose any new director whose election
or nomination for election by the GMI stockholders was approved by
a vote of at least a majority of the directors then still in office
who were directors at the beginning of such period) cease for any
reason to constitute at least a majority of the Board.
5. LEGAL FEES. In the event of a dispute or disagreement
regarding the right of the Executive to receive any compensation or
other benefit under this Agreement or the amount of such
compensation or other benefit, the Executive shall be reimbursed by
GMI for any and all attorney's fees and other costs and expenses as
and when expended by the Executive in connection with such dispute
or disagreement, regardless of the outcome thereof. Further, in
the event the Executive becomes entitled to any monies or benefits
hereunder, GMI agrees to pay such monies and provide such benefits
without regard to any and all claims, offsets or causes of action
which GMI may have against the Executive until such time, if ever,
as GMI shall have obtained a final judgment in its favor in a court
of competent jurisdiction regarding such claim, offset or cause of
action.
6. INDEMNIFICATION. The Executive shall be entitled to
indemnification of claims arising by reason of the fact that the
Executive is or was a director or officer of GMI or the Company in
accordance with the standard terms of indemnification for officers
of GMI attached hereto as Attachment A.
7. OTHER PROVISIONS.
7.1 CERTAIN DEFINITIONS. As used in this Agreement, the
following terms have the following meanings unless the context
otherwise requires:
7.1.1 "Affiliate" with respect to a person means any
other person controlled by or under common control with such
person but shall not include any stockholder or director of an
entity, as such.
7.1.2 "Person" means any individual, corporation,
partnership, firm, joint Company, association, joint-stock
company, trust, unincorporated organization, governmental or
regulatory body or other entity.
7.1.3 "Subsidiary" means any corporation 50% or more
of the voting securities of which are owned directly or
indirectly by GMI or the Company.
7.2 NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered
personally, telegraphed, telexed, sent by facsimile transmission or
sent by certified, registered or express mail, postage prepaid.
Any such notice shall be deemed given when so delivered personally,
telegraphed, telexed or sent by facsimile transmission or, if
mailed, on the date of actual receipt thereof, as follows:
7.2.1 if to the Company and GMI, to:
Global Marine Inc.
000 Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxx 00000
Attn: Corporate Secretary
7.2.2 if to the Executive, to:
Xxxxxx X. Xxxx
000 Xx. Xxxx
Xxxxxxx, Xxxxx 00000
Any party may change its address for notice hereunder by
notice to the other party hereto.
7.3 ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, with
respect thereto.
7.4 WAIVERS AND AMENDMENTS. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument
signed by the parties hereto or, in the case of a waiver, by the
party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as
a waiver thereof. Nor shall any waiver on the part of any party of
any such right, power or privilege hereunder, nor any single or
partial exercise of any right, power or privilege hereunder,
preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder.
7.5 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas
(without giving effect to the choice of law provisions thereof)
where the employment of the Executive shall be deemed, in part, to
be performed and enforcement of this Agreement or any action taken
or held with respect to this Agreement shall be taken in the courts
of appropriate jurisdiction in Houston, Texas.
7.6 ASSIGNMENT. This Agreement, and any rights and
obligations hereunder, may not be assigned by the Executive and may
be assigned by GMI and the Company (subject to Section 4.6 (iii)
hereof) only to any successor in interest, whether by merger,
consolidation, acquisition or the like, or to purchasers of
substantially all of the assets of GMI.
7.7 COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
7.8 HEADINGS. The headings in this Agreement are for
reference purposes only and shall not in any way affect the meaning
or interpretation of this Agreement.
7.9 NO PRESUMPTION AGAINST INTEREST. This Agreement has been
negotiated, drafted, edited and reviewed by the respective parties,
and therefore, no provision arising directly or indirectly here
from shall be construed against any party as being drafted by said
party.
7.10 VALIDITY CONTEST. The Company shall promptly pay any and
all legal fees and expenses incurred by the Executive from time to
time as a direct result of the Company's contesting the due
execution, authorization, validity or enforceability of this
Agreement.
7.11 BINDING AGREEMENT. This Agreement shall inure to the
benefit of and be binding upon the Company and its respective
successors and assigns and the Executive and his legal
representatives.
7.12 AUTHORIZATION. The Company represents and warrants that
the Board of Directors of the Company has authorized the execution
of this Agreement.
7.13 EXECUTIVE'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
7.13.1 The Executive warrants and represents that he was
not terminated from employment with Diamond Offshore Drilling Inc.
for any reason that would be deemed to constitute "cause" within
the meaning of his employment agreement with Diamond Offshore
Drilling Inc.
7.13.2 The Executive warrants that he will not, during the
course of his employment with GMI and the Company, disclose any
confidential or proprietary information obtained during his prior
employment relationships, and will not use such confidential
information in a manner that would violate his contractual
obligations to prior employers. In addition, the Executive
warrants that he will comply with the nonsolicitation of employees
requirement of his prior employment agreement with Diamond Offshore
Drilling Inc.
7.13.3 The Executive warrants that the execution and
performance of this Agreement is not in violation of any existing
agreement to which he is a party.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
GMI
GLOBAL MARINE INC.
By: /s/Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title:Vice President - General Counsel
COMPANY
GLOBAL MARINE CORPORATE
SERVICES INC.
By: /s/ Xxxxx X. XxXxxxxxx
Name: Xxxxx X. XxXxxxxxx
Title:Vice President - General Counsel
EXECUTIVE
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
