EXHIBIT 10.3
TERMINATION AGREEMENT
This Termination Agreement (the "Agreement"), entered into
and effective as of June 30, 1999 (the "Effective Date"), is
between Xxxxxxxx X. Xxxx ("Xxxx") and R&B Falcon Corporation
("R&B Falcon").
Xxxx and R&B Falcon agree that the termination of Xxxx'x
employment will be governed by the following terms and
conditions:
1. As of the Effective Date Xxxx tenders his resignation
as Senior Vice President and Co-Counsel of R&B Falcon
and as a director, officer and/or employee of all
direct and indirect subsidiaries and affiliated
companies of R&B Falcon, as the case may be, which R&B
Falcon accepts on its behalf and on behalf of such
subsidiaries and affiliated companies.
2. Upon execution of this Agreement R&B Falcon agrees to
provide to Xxxx a xxxxxxxxx package consisting of the
following:
a. A lump sum in cash, less deductions required
by law, equal to the sum of (1) Xxxx'x annual
base salary through June 30, 1999, to the
extent not theretofore paid, (2) the product
of (x) Xxxx'x targeted annual bonus for 1999
and (y) a fraction (the numerator of which is
the number of days from January 1, 1999
through June 30, 1999, and the denominator of
which is 365) and (3) any compensation
previously deferred or earned by Xxxx
(together with any accrued interest or
earnings thereon), any unreimbursed expenses
and any accrued vacation pay, in each case to
the extent not theretofore paid;
b. A lump sum in cash, less deductions required
by law, equal to the product of (a) the sum
of the highest annual base salary and the
highest annual bonus that has been payable to
Xxxx within the past three years (including
such salary and bonus paid by a previous
employer which is a direct subsidiary of R&B
Falcon as of the date of this Agreement and
with respect to the 1998 fiscal year Xxxx
received a bonus equivalent to $120,425)
times (b) three;
c. Through and including June 30, 2002, Xxxx
shall be provided, at the expense of R&B
Falcon, all benefits under (or substantially
equivalent benefits to) R&B Falcon's welfare
benefit plans, practices, policies and
programs (including, without limitation,
medical, prescription, dental, vision,
disability, salary continuance, group life
and supplemental group life and accidental
death insurance plans and programs), to the
extent generally applicable to other R&B
Falcon executives; and
d. Notwithstanding anything to the contrary in
Xxxx'x Stock Option Agreements dated as of
April 7, 1999 and May 19, 1999, the immediate
vesting with respect to the options to
purchase the common stock of R&B Falcon
awarded to Xxxx thereunder, with the right to
exercise all such options at any time until
April 7, 2009 and May 19, 2009, respectively,
R&B Falcon hereby expressly waiving the
provisions of Paragraph 18 of such stock
option agreements.
All cash payments due to Xxxx under the terms of this
Agreement shall be paid by R&B Falcon within two
business days following the Effective Date.
3. Upon execution of this Agreement and subject to the
payment and other obligations of R&B Falcon set out in
Section 2 above, this Agreement constitutes full
satisfaction of all obligations of R&B Falcon under and
pursuant to Section 4 of that Employment Agreement
dated as of March 25, 1998 between Xxxx and R&B Falcon.
4. The Agreement shall be binding upon and shall inure to
the benefit of the parties, their respective
representatives, agents, attorneys, successors and
assigns, and, in particular, without limiting the
generality of the foregoing, to R&B Falcon's directors,
officers and employees and to Xxxx'x heirs, executors,
administrators, legal and personal representatives and
assigns.
5. This Agreement shall be deemed to be a contract made
under and governed by, the laws of the State of Texas,
without reference to principles of conflicts of law.
6. This Agreement constitutes the complete and entire
agreement between the parties. This Agreement
supersedes and cancels all prior or contemporaneous
representations, promises or agreements between the
parties. This Agreement cannot be amended or modified
except by written agreement signed by each of the
parties hereto.
7. The provisions of this Agreement are severable. If a
court or other tribunal of competent jurisdiction rules
any provision of this Agreement is invalid or
unenforceable, such ruling will not affect the validity
or enforceability of any other provision of the
Agreement, and this Agreement shall be deemed to be
modified and amended so as to be enforceable to the
extent permitted by law.
8. This Agreement is signed in Houston, Texas on May ,
1999.
________________________
Xxxxxxxx X. Xxxx
R&B FALCON CORPORATION
By:_____________________
Xxxx X. Xxxx, Xx.
Chairman
