Exhibit 99.13
DRAFT
11/11/04
RETIREMENT AGREEMENT
THIS RETIREMENT AGREEMENT (this "Agreement") is entered into as of
_____________, 2004, by and between Trico Marine Services, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxxxxxxxx ("Director").
W I T N E S S E T H:
WHEREAS, Director has been elected to serve as a member of the Board of
Directors of the Company (the "Board"), and has been designated by the Board as
the Chairman of the Board; and
WHEREAS, the Company desires to provide Director with a retirement benefit
subject to the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and the mutual promises,
covenants, and undertakings contained in this Agreement, and intending to be
legally bound, the Company and Director agree as follows:
1. RETIREMENT BENEFIT: Director's retirement benefit under the terms of
this Agreement shall equal $20,000 per month, payable on or before the first
business day of each month, for a period of twelve months commencing with the
first full month that begins on or after the date Director satisfies the
eligibility requirements below; provided, however, that if commencement of the
monthly retirement benefit on such date would cause any part of the monthly
retirement benefit to be subject to additional taxes and interest under Section
409A of the Internal Revenue Code of 1986, as amended, then the commencement
date of the monthly retirement benefit shall be deferred to the extent required
to avoid such additional taxes and interest. Director's retirement benefit may
be increased, but not decreased, effective as of any date determined by the
Board.
2. ELIGIBILITY: Director shall be eligible to receive the retirement
benefit under Section 1 upon the first to occur of the following events:
A. RESIGNATION OR REMOVAL AS CHAIRMAN OF THE BOARD: Director shall
cease to serve as Chairman of the Board other than by reason of (i) his removal
from such position for Cause (as such term is defined in that certain
Nonstatutory Stock Option Agreement dated ________, 2004, by and between the
Company and Director (the "Stock Option Agreement")) by the Board or the
shareholders of the Company or (ii) his voluntary resignation from such
position; provided, however, that the term "voluntary resignation" shall not
include a resignation of Director (a) at the request, formal or informal, of the
nominating or governance committees of the Board or a majority of the other
members of the Board for a reason other than for Cause that Director either
resign as a member of the Board or as Chairman of the Board or (b) following a
reduction in the amount of Director's monthly director fees.
B. CHANGE IN CONTROL: A Change in Control (as such term is defined
in the Stock Option Agreement); provided that Director has continuously served
as Chairman of the Board from the date of execution of this Agreement until the
date immediately prior to the date upon which the Change in Control occurs.
3. NOTICES: For purposes of this Agreement, notice, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:
If to Director to:
Xxxxxx X. Xxxxxxxxxxx
0000 Xxxxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
If to the Company to:
Trico Marine Services, Inc.
0000 Xxxxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
4. ASSIGNMENT: This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company, by merger or otherwise.
Except as provided in the preceding sentence, this Agreement, and the rights and
obligations of the parties hereunder, are personal and neither this Agreement,
nor any right, benefit, or obligation of either party hereto, shall be subject
to voluntary or involuntary assignment, alienation or transfer, whether by
operation of law or otherwise, without the prior written consent of the other
party.
5. AMENDMENT: This Agreement may not be modified except by an agreement in
writing executed by both the Company and Director.
6. GOVERNING LAWS: This Agreement shall be subject to and governed by the
laws of the State of Texas, without giving effect to principles of conflicts of
law.
7. VALIDITY: In the event that any portion or provision of this Agreement
is found to be invalid or unenforceable, the other portions or provisions hereof
shall not be affected thereby.
8. COUNTERPARTS: This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
2
9. EFFECT OF AGREEMENT: Except as provided in any signed written agreement
contemporaneously or hereafter executed by the Company and Director, this
Agreement constitutes the entire agreement of the parties with regard to the
subject matter hereof. Without limiting the scope of the preceding sentence, all
understandings and agreements preceding the date of execution of this Agreement
and relating to the subject matter hereof are hereby null and void and of no
further force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TRICO MARINES SERVICES, INC.
By:_________________________________
____________________________________
XXXXXX X. XXXXXXXXXXX
3
