EXHIBIT 10.28
AMENDMENT NO. 1 TO THE SEVERANCE AGREEMENT
BETWEEN SEABULK INTERNATIONAL, INC. AND XXXXXX XXXXXXX,
DATED AS OF SEPTEMBER 15, 2004
This Amendment to the Severance Agreement by and between Seabulk
International, Inc., a Delaware corporation (the "Company") and Xxxxxx Xxxxxxx
("Employee"), dated as of April 21, 2003 ("the Agreement"), is entered into as
of the 15 day of September, 2004.
WHEREAS, the Compensation Committee and Board of Directors of the
Company authorized this amendment at its meetings on July 29, 2004;
NOW THEREFORE, in consideration of the mutual covenants and the mutual
benefits provided in the Agreement, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Employee hereby amend the Agreement as
set forth hereinbelow.
1. Section 3(b) of the Agreement is hereby amended and restated by
deleting the text appearing therein in its entirety and inserting
the following text in lieu thereof:
3(b)Cause Executive and those of his dependents (including his
spouse) who were covered under the Company's medical and dental
benefit plans on the day prior to Executive's Involuntary
Termination to continue to be covered under such plans (or to
receive equivalent benefits) throughout the Severance Period,
without any cost to Executive; provided, however, that (i) such
coverage under this subsection (b) shall terminate if and to the
extent Executive becomes eligible to receive medical and dental
coverage from a subsequent employer (and any such eligibility
shall be promptly reported to the Company by Executive), (ii) if
Executive (and/or his spouse) would have been entitled to retiree
medical and/or dental coverage under the Company's plans had he
voluntarily retired on the date of such Involuntary Termination,
then such retiree coverages shall be continued as provided under
such plans, and (iii) such coverage to Executive (or the receipt
of equivalent benefits) shall be provided under one or more
insurance policies so that reimbursement or payment of benefits to
Executive thereunder shall not result in taxable income to
Executive (or, if any such reimbursement or payment of benefits is
taxable, then the Company shall pay to Executive an amount as
shall be required to hold Executive harmless from any additional
tax liability resulting from the failure by the Company to so
provide insurance policies so that reimbursement or payment of
benefits to Executive thereunder shall not result in taxable
income to Executive). Such coverage under the Company's medical
and dental benefit plans ("Health Coverage") shall be in addition
to the eighteen months of COBRA coverage. "Health Coverage" means
that if Executive elects to continue coverage for himself or his
eligible dependents under Company's group health plans pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA"), during the Severance Period, then throughout
the Severance Period Company shall promptly reimburse Executive on
a monthly basis for the difference between the amount Executive
pays to effect and continue such coverage and the employee
contribution amount that active senior executive employees pay for
the same or similar coverage under Company's group health plans.
Further, if after the Severance Period Executive continues his
COBRA coverage and Executive's COBRA coverage terminates at any
time during the eighteen-month period commencing on the day
immediately following the last day of the Severance Period (the
"Extended Coverage Period"), then Company shall provide Executive
(and his eligible dependents) with health benefits substantially
similar to those provided under its group health plans for active
employees for the remainder of the Extended Coverage Period at a
cost to Executive that is no greater than the cost of COBRA
coverage; provided, however, that such health benefits shall be
provided to Executive under one or more insurance policies so that
reimbursement or payment of benefits to Executive thereunder shall
not result in taxable income to Executive (or, if any such
reimbursement or payment of benefits is taxable, then Company
shall pay to Executive an amount as shall be required to hold
Executive harmless from any additional tax liability resulting
from the failure by Company to so provide insurance policies so
that reimbursement or payment of benefits to Executive thereunder
shall not result in taxable income to Executive). Notwithstanding
the preceding provisions of this paragraph, Company's obligation
to reimburse Executive during the Severance Period and to provide
health benefits to Executive during the Extended Coverage Period
shall immediately end if and to the extent Executive becomes
eligible to receive health plan coverage from a subsequent
employer (with Executive being obligated hereunder to promptly
report such eligibility to Company).
2. Section 4(b) of the Agreement is hereby amended and restated by
deleting the text appearing therein in its entirety and inserting
the following text in lieu thereof:
4(b) Cause Executive and those of his dependents (including his
spouse) who were covered under the Company's medical and dental
benefit plans on the day prior to Executive's Involuntary
Termination to continue to be covered under such plans (or to
receive equivalent benefits) throughout the Severance Period,
without any cost to Executive; provided, however, that (i) such
coverage shall under this subsection (b) terminate if and to the
extent Executive becomes eligible to receive medical and dental
coverage from a subsequent employer (and any such eligibility
shall be promptly reported to the Company by Executive), (ii) if
Executive (and/or his spouse) would have been entitled to retiree
medical and/or dental coverage under the Company's plans had he
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voluntarily retired on the date of such Involuntary Termination,
then such retiree coverages shall be continued as provided under
such plans, and (iii) such coverage to Executive (or the receipt
of equivalent benefits) shall be provided under one or more
insurance policies so that reimbursement or payment of benefits to
Executive thereunder shall not result in taxable income to
Executive (or, if any such reimbursement or payment of benefits is
taxable, then the Company shall pay to Executive an amount as
shall be required to hold Executive harmless from any additional
tax liability resulting from the failure by the Company to so
provide insurance policies so that reimbursement or payment of
benefits to Executive thereunder shall not result in taxable
income to Executive). Such coverage under the Company's medical
and dental benefit plans ("Health Coverage") shall be in addition
to the eighteen months of COBRA coverage. "Health Coverage" means
that if Executive elects to continue coverage for himself or his
eligible dependents under Company's group health plans pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA"), during the Severance Period, then throughout
the Severance Period Company shall promptly reimburse Executive on
a monthly basis for the difference between the amount Executive
pays to effect and continue such coverage and the employee
contribution amount that active senior executive employees pay for
the same or similar coverage under Company's group health plans.
Further, if after the Severance Period Executive continues his
COBRA coverage and Executive's COBRA coverage terminates at any
time during the eighteen-month period commencing on the day
immediately following the last day of the Severance Period (the
"Extended Coverage Period"), then Company shall provide Executive
(and his eligible dependents) with health benefits substantially
similar to those provided under its group health plans for active
employees for the remainder of the Extended Coverage Period at a
cost to Executive that is no greater than the cost of COBRA
coverage; provided, however, that such health benefits shall be
provided to Executive under one or more insurance policies so that
reimbursement or payment of benefits to Executive thereunder shall
not result in taxable income to Executive (or, if any such
reimbursement or payment of benefits is taxable, then Company
shall pay to Executive an amount as shall be required to hold
Executive harmless from any additional tax liability resulting
from the failure by Company to so provide insurance policies so
that reimbursement or payment of benefits to Executive thereunder
shall not result in taxable income to Executive). Notwithstanding
the preceding provisions of this paragraph, Company's obligation
to reimburse Executive during the Severance Period and to provide
health benefits to Executive during the Extended Coverage Period
shall immediately end if and to the extent Executive becomes
eligible to receive health plan coverage from a subsequent
employer (with Executive being obligated hereunder to promptly
report such eligibility to Company).
3. Section 4(d) of the Agreement is hereby amended by substituting
"thirty-six" in lieu of "twelve" on line 2 of the subsection.
4. As so amended, the Agreement remains in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 1 to be duly executed and delivered as of the day and year first
above written.
SEABULK INTERNATIONAL, INC.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxx
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Employee By: Xxxx X. Xxxxxx
Senior Vice President
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