EXHIBIT 10.4
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment, dated as of July 17, 2002, by and among Xxxxxx
Industries, Inc. ("Xxxxxx Delaware"), Xxxxxx Industries Ltd. ("Nabors Bermuda")
and Xxxxxxx X. Xxxxxxxx (the "Executive" and, collectively with Xxxxxx Delaware
and Nabors Bermuda, the "Parties").
WHEREAS, Xxxxxx Delaware and the Executive entered into an Employment
Agreement effective as of October 1, 1996, that amended and restated a prior
agreement and that was amended on June 24, 2002 to include Nabors Bermuda as a
party, among other things (as so amended, the "Employment Agreement");
WHEREAS, it is anticipated that the Executive will be allocating a
portion of his time to the business of Nabors Bermuda and will continue to
allocate the bulk of his time to his duties with respect to Nabors Delaware and
its subsidiaries; and
WHEREAS, the parties desire to clarify the portion of the Executive's
remuneration that will be paid by Nabors Bermuda and Nabors Delaware,
respectively, and to address certain other matters;
NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended as follows:
1. Section 4 of the Employment Agreement is hereby amended in its
entirety to read as follows:
"4. Base Salary. The Executive shall be paid an annualized base
salary, payable in accordance with the regular payroll
practices of the Company, of $247,000. The Base Salary shall
be reviewed no less frequently than annually for increase in
the discretion of the Board and its Compensation Committee."
2. For services in his capacity as a director of Nabors Bermuda,
Executive shall be compensated directly by Nabors Bermuda on the same terms as
the outside directors of Nabors Bermuda, as the Board of Directors of Nabors
Bermuda shall from time to time establish.
3. The amounts payable under the Employment Agreement shall be for all
services rendered by Executive to Nabors Bermuda in his capacity as an officer
only and to Nabors Delaware in all capacities. Nabors Bermuda and Nabors
Delaware shall be responsible for allocating between themselves the compensation
payable hereunder to Executive.
4. As amended hereby, the Employment Agreement remains in full force
and effect on the date hereof.
5. The Parties further agree that this Amendment may be executed in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Vice President-Finance
XXXXXX INDUSTRIES LTD.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chairman, Compensation Committee
XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
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