Key Energy Services, Inc. Two Tower Center, 20th Floor East Brunswick, New Jersey 08816 As of April 1, 1999
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Execution Copy
Key Energy Services, Inc.
Xxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
As of April 1, 1999
Xxx
X. Xxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
EMPLOYMENT AGREEMENT
(this "Agreement")
Dear Xxx:
Key Energy Services, Inc., a Maryland corporation formerly known as Key Energy Group, Inc. (the "Company"), with its principal offices at the address set forth above, and you, an individual with your address set forth above, agree as follows:
1. Employment; Term. The Company agrees to employ you, and you agree to devote your full time and best efforts to serve as a President—Key Energy Services-California, Inc. Your employment will commence effective as of April 1, 1999 (the "Commencement Date") and continue until the close of business on April 1, 2002, subject to extension as provided in this Section 1(a), unless sooner terminated in accordance with this Agreement (the "Initial Employment Period"). On each April 1, commencing with April 1, 2002, the term of your employment will be automatically extended for a period of twelve (12) months unless either you or the Company gives written notice to the other, no later than thirty (30) days prior to the relevant April 1, that such automatic extension shall not occur. The Initial Employment Period, together with any extensions, until termination in accordance herewith is referred to herein as the "Employment Period."
2. Salary; Bonus; Expenses. During the Employment Period, the Company will pay a salary to you at the annual rate of not less than One Hundred Thirty Thousand Dollars ($130,000) per year (the "Base Salary"), payable in substantially equal installments in accordance with the Company's existing payroll practices, but no less frequently than monthly. For each fiscal year of the Company commencing after June 30, 1998, you shall be eligible to participate in an incentive plan for the Company's executives, key employees and other persons involved in the business of the Company and its subsidiaries (the "Incentive Plan") and in the Company's stock-based incentive plans outstanding from time to time. Under the Incentive Plan, you shall be eligible to earn a cash bonus, payable within ninety (90) days after each fiscal year end, in an amount to be determined by the Board based upon the level of achievement of certain goals to be mutually established by you and the President of the Company (subject to Board approval). You will be reimbursed by the Company for reasonable travel, lodging, meal and other expenses incurred by you in connection with performing your services hereunder in accordance with the Company's policies from time to time in effect.
3. Benefit Plans; Vacations. You will be entitled during the Employment Period to not less than 15 vacation days and such other fringe benefits, including, without limitation, group medical and dental, life, executive life, accident and disability insurance, retirement plans and supplemental and excess retirement benefits as the Company may provide from time to time for its senior management.
4. Severance. In the event you are terminated (i) by the Company other than for Cause (defined below) or (ii) automatically as a result of the Company's providing notice to you that automatic extension of the Employment Period shall not occur, you will be entitled to receive
severance compensation at your Base Salary at the monthly rate in effect on the termination date, payable in arrears, during the period expiring twelve (12) months after the termination date, commencing at the end of the calendar month in which the termination date occurs; provided, however, that (A) in the event your employment should be terminated by the Company other than for Cause within six months following a Change of Control (defined below) or in anticipation of a Change of Control, the severance compensation referred to above shall be paid in one lump sum on the date of such termination, and (B) in the event your employment should be terminated by the Company as a result of your disability, then the severance compensation referred to above shall be reduced by the amount of any disability insurance proceeds actually paid to you or for your benefit during the said time period. As used in this Agreement, the term "Cause" shall mean the willful and continued failure by you to substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), or the willful engaging by you in misconduct which is materially injurious to the Company, monetarily or otherwise, or your conviction of a felony by a court of competent jurisdiction. As used in this Agreement, the term "Change of Control" shall have that meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan.
5. Limitation on Competition. During the Employment Period, and for a period of twelve (12) months after your termination, you shall not, directly or indirectly, without the prior written consent of the Company, participate or engage in, whether as a director, officer, employee, advisor, consultant, stockholder, partner, joint venturer, owner or in any other capacity, any business engaged in the business of furnishing oilfield services (a "Competing Enterprise"); provided, however, that you shall not be deemed to be participating or engaging in any such business solely by virtue of your ownership of not more than five percent of any class of stock or other securities which is publicly traded on a national securities exchange or in a recognized over-the-counter market; and, for that same period of time, you shall not, directly or indirectly, solicit, raid, entice or otherwise induce any employee of the Company or any of its subsidiaries to be employed by a Competing Enterprise.
If this Agreement correctly sets forth your understanding of the agreement between the Company and you, please indicate your agreement hereto by signing this Agreement in the space for that purpose below.
KEY ENERGY SERVICES, INC. |
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By: |
/s/ XXXXXXX X. XXXX Xxxxxxx X. Xxxx, President and and Chief Executive Officer |
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ACCEPTED AND AGREED: |
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/s/ XXX X. XXXXX Xxx X. Xxxxx |
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2
EMPLOYMENT AGREEMENT (this "Agreement")
