EXHIBIT 10.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
WHEREAS, Global Marine, Inc., Global Marine Corporate Services, Inc.
and Xxxxxx X. Xxxx (the "Executive") entered into an Amended and Restated
Employment Agreement dated as of August 16, 2001 (the "Employment Agreement");
and
WHEREAS, the Employment Agreement was subsequently amended to reflect
the terms of an Agreement and Plan of Merger by and among Santa Fe International
Corporation, Global Marine, Inc. and certain other parties whereby Santa Fe
International Corporation, now known as GlobalSantaFe Corporation (the
"Company") agreed to assume the obligations of Global Marine, Inc. under the
Employment Agreement and the Executive agreed to relinquish his position as
Chairman of the Board, President and Chief Executive Officer of Global Marine,
Inc. and accept the position of executive Chairman of the Board of the Company
(the "First Amendment"); and
WHEREAS, the Executive and the Company wish to amend certain terms of
the Employment Agreement (the "Second Amendment");
NOW, THEREFORE, effective as of the date hereof, the parties to this
Second Amendment hereby agree as follows:
1. Section 3 of the Employment Agreement shall be amended to extend the term
thereof until March 31, 2004.
2. Except as set forth in this Second Amendment, the terms of the Employment
Agreement as amended by the First Amendment remain unchanged.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment this 29th day of July 2003.
GLOBALSANTAFE CORPORATION THE EXECUTIVE
By: /s/ Xxxxx X. XxXxxxxxx /s/ Xxxxxx X. Xxxx
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Xxxxx X. XxXxxxxxx Xxxxxx X. Xxxx
Senior Vice President and
General Counsel
