EXHIBIT 10.02
THIRD AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Third Amendment to Amended and Restated Employment Agreement (this
"Amendment"), dated as of the 29th day of December, 2005, is entered into by and
among Xxxxxx Industries, Inc. ("Xxxxxx Delaware"), Xxxxxx Industries Ltd.
("Nabors Bermuda" and together with Xxxxxx Delaware, "Nabors"), and Xxxxxxx X.
Xxxxxxxx ("Executive"). Xxxxxx Delaware, Nabors Bermuda and Executive are
referred to herein individually as a "Party" and collectively as the "Parties."
Capitalized terms not otherwise defined in this Amendment shall have the meaning
set forth in the Employment Agreement (as defined below).
WHEREAS, Executive and Nabors Delaware entered into that certain
Employment Agreement effective as of October 1, 1996 (as amended on June 24,
2002 and July 17, 2002, collectively, the "Employment Agreement"); and
WHEREAS, Executive and Nabors desire to further amend the Employment
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
Section 1. Amendment to Section 12(b)(viii) of the Employment
Agreement.
Executive hereby irrevocably waives any rights that he may
have prior to the execution of this Amendment under Section 12(b)(viii) of the
Employment Agreement with respect to the cash settlement of certain stock
options, and the Parties hereby agree that Section 12(b)(viii) of the Employment
Agreement is hereby amended to add the following paragraph to the end of Section
12(b)(viii):
"Notwithstanding anything to the contrary in this Section
12(b)(viii), Executive shall not be entitled to any cash payment pursuant to an
election by Executive in the event of a Change in Control (as described above)
or in the event Executive is entitled to reload options (as described above)
unless such election is approved by the Compensation Committee of the Board of
Directors of Nabors Bermuda, in its sole discretion, in connection with the
Change in Control. This requirement for Compensation Committee approval shall
not restrict or diminish in any manner the rights of Executive to exercise
outstanding stock options pursuant to the terms of such stock options, the
rights to receive or exercise reload options, or any rights of Executive to
receive an amount of cash constituting an "excess parachute payment" (as
described above) or to be granted additional options immediately exercisable for
five years (as described above)."
Section 2. Miscellaneous.
(a) This Amendment may be amended or modified only by a written
instrument executed by the Parties hereto.
(b) Except as expressly stated in this Amendment, the Parties
acknowledge and agree that the Employment Agreement shall remain in full force
and effect in accordance with its terms without any amendment, modification or
waiver thereto.
(c) This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
(d) This Amendment and the Employment Agreement embodies the
entire agreement and understanding of the Parties hereto in respect of the
subject matter hereof.
IN WITNESS WHEREOF, the undersigned has executed this Agreement
effective as of the date first above written.
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President -- Finance & CFO
Date: 12/29/05
XXXXXX INDUSTRIES LTD.
By: /s/ Xxxxxx XxXxxxxxx
--------------------------------------------
Name: Xxxxxx XxXxxxxxx
Title: Vice-President/Administration & Secretary
Date: December 29, 2005
XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
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Date: 12/29/05
