Exhibit 99.4
AMENDMENT NO. 2 TO
EXECUTIVE EMPLOYMENT AGREEMENT
BY AND BETWEEN
XXXXXXX X. XXXX AND SEABULK INTERNATIONAL, INC.
This Amendment No. 2 (this "Amendment No. 2") to the Executive
Employment Agreement (the "Agreement") by and between Seabulk International,
Inc., a Delaware corporation, formerly known as Hvide Marine, Incorporated (the
"Company"), and Xxxxxxx X. Xxxx (the "Executive") is entered into as of the 13th
day of September, 2002.
WHEREAS, Exhibit C of the Stock Purchase Agreement by and among Seabulk
International, Inc. and certain Investors, dated as of June 13, 2002 (the "Stock
Purchase Agreement") entitled the Xxxx Employment Agreement Term Sheet sets
forth certain terms to be included in an amendment to the Agreement to be
entered into at closing of the Stock Purchase Agreement.
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 Executive hereby amend the Agreement as
set forth hereinbelow effective on the date set forth hereinabove:
1. Sections 2.1, 4.1, 4.2, 8.4 and 9.2 of the Agreement are hereby amended and
restated by deleting the text appearing therein in their entirety and inserting
the following text in lieu thereof:
2.1 The Company will employ Executive commencing April 18, 2000
("Effective Date") through September 13, 2007 (the "Employment
Period"), unless Executive's employment is terminated prior to the end
of the Employment Period in accordance with this Agreement, and
Executive accepts employment with the Company on the terms and
conditions contained in the Agreement.
4.1 BASE SALARY. As compensation for his services under this Agreement,
commencing on September 13, 2002 and effective for the duration of
Executive's employment during the Employment Period , the Company
agrees to pay Executive a base salary at the rate of Five Hundred
Thousand Dollars (US$500,000.00) per annum, payable in accordance with
the Company's normal payroll schedule, or on such other periodic basis
as may be mutually agreed upon. Such salary shall be subject to annual
review by the Board for possible upward adjustment based on Company
policy and contributions made by Executive to the enterprise. The
Company may withhold from any amounts payable under this Agreement such
federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.
4.2 BONUS. Executive shall be eligible to receive an annual cash bonus
award with a target bonus of one hundred percent (100%) of Executive's
then current base salary during each year of Executive's employment
during the Employment Period. The amount of the annual bonus for
calendar years 2002 through 2007 will be based upon the Company's
achievement of performance targets to be agreed upon annually between
the Company and Executive. Annual bonuses will be paid to Executive
upon completion of the Company's annual audit.
8.4 As used in this Agreement, "good reason" for Executive to resign
means, without Executive's express written consent, the occurrence of
any one or more of the following: (a) a material reduction or
alteration in the nature, scope or status of Executive's authorities,
duties or responsibilities; (b) a material reduction by the Company of
Executive's compensation; and (c) the Company's failure to pay any part
of Executive's compensation within four (4) weeks after such
compensation was due; provided, however, the stock sale, spin off,
asset sale or other disposition of either the tanker business or
offshore business of the Company, resulting in Executive's termination
as President or CEO of either such business, shall not constitute "good
reason".
9.2 In general, if Executive's employment is terminated "without cause"
or for "good reason," as defined herein, Executive will receive an
amount equal to the sum of (i) an amount equal to 2.00 times
Executive's annual base salary then in effect and (ii) 2.00 times
Executive's annual maximum bonus for the year in which such termination
occurs, such amount to be paid in equal monthly amounts over the
remaining term of the Agreement or, if the remaining term is less than
two years, over two years, or, at the election of the Company, in a
lump sum. In the event of Executive's death, any remaining payments
shall be paid to Executive's estate in a single lump sum amount.
2. Section 9.3 is hereby deleted in its entirety.
3. 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. 2
to the Agreement to be duly executed and delivered as of the day and year first
written above.
SEABULK INTERNATIONAL, INC.
By: /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President,
General Counsel and
Secretary
/s/ XXXXXXX X. XXXX
-----------------------------------------
XXXXXXX X. XXXX
Executive
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