EXHIBIT 10.1
Global Marine Inc.
000 X. XXXXXXXX XXXXXXX
XXXXXXX, XXXXX 00000-4493
U.S.A.
TELEPHONE: 281/000-0000 MAILING ADDRESS:
TELEX: 765558 P.O. Box 4577
FAX: 281/000-0000 May 6, 1999 HOUSTON, TEXAS 77210-4577
Mr. X. Xxxxxxx Xxxxx
Global Marine Inc.
000 X. Xxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Dear Xx. Xxxxx:
This letter will serve as evidence of an employment agreement
by and among Global Marine Inc. ("GMI"), Global Marine Corporate
Services Inc. ("GMCSI"), as employer, and X. Xxxxxxx Xxxxx, as
employee.
GMI and GMCSI agree to continue Xx. Xxxxx' employment for a term
commencing May 6, 1999, and expiring at the earlier of the time of
GMI's annual meeting of stockholders in 2002 or May 31, 2002.
During the term of Xx. Xxxxx' continued employment hereunder, he
will initially serve as Chairman of the Executive Committee of the
Board of Directors of GMI and will also serve in those other
offices and directorships of GMI, GMCSI, and GMI's other
subsidiaries and affiliates to which he may from time to time be
appointed or elected. Xx. Xxxxx will also provide such additional
services as the Chief Executive Officer of GMI may reasonably
request from time to time; provided, however, that such additional
services will not substantially increase the amount of time Xx.
Xxxxx is currently required to devote to the performance of his
employment obligations. Xx. Xxxxx may engage in passive investment
and other business activities during the term of this agreement
unless advised in writing by GMI or GMCSI that, in their reasonable
opinion, such activities would materially interfere or conflict
with Xx. Xxxxx' obligations hereunder.
During all periods of continued employment hereunder, Xx.
Xxxxx will receive a salary at the annual rate of $413,145, or such
larger amount as may be established from time to time by the Board
of Directors of GMI and approved by GMCSI. GMI and GMCSI agree to
permit Xx. Xxxxx, during all periods of continued employment
hereunder, if and to the extent eligible, to participate in any
401(k) plan, retirement plan, group life, hospitalization or
disability insurance plan, health program, pension plan, similar
benefit plan or other so-called "fringe benefits" of GMI, GMCSI, or
any other GMI subsidiary or affiliate which may be available to
other employees on terms no less favorable to Xx. Xxxxx than the
terms offered to such other employees, and Xx. Xxxxx will be
provided with an automobile on terms no less favorable to Xx. Xxxxx
than the terms pursuant to which he is currently being provided
with an automobile. Xx. Xxxxx' may perform his obligations
hereunder at such location or locations as may be selected by Xx.
Xxxxx in his sole discretion.
In the event that Xx. Xxxxx' employment or this agreement is
terminated without his consent for reasons other than Cause, as
hereinafter defined, prior to the earlier of the time of GMI's
annual meeting of stockholders in 2002 or May 31, 2002, GMI and
GMCSI will continue Xx. Xxxxx' salary until the earlier of the time
of GMI's annual meeting of stockholders in 2002 or May 31, 2002.
During this period, Xx. Xxxxx' group insurance benefits will be
continued for him until similar benefits are provided through other
employment and all stock options granted to Xx. Xxxxx by GMI will
remain exercisable in accordance with their terms. "Cause" will
mean willful and material acts of misconduct deliberately harmful
to GMI, GMCSI, or any other GMI subsidiary or affiliate and will
not mean inadequate performance or incompetence.
In the event of a dispute or disagreement regarding the right
of Xx. Xxxxx to receive any compensation or other benefit hereunder
or the amount of such compensation or other benefit, Xx. Xxxxx will
be reimbursed by GMI and GMCSI for any and all attorney's fees and
other costs and expenses as and when expended by Xx. Xxxxx in
connection with such dispute or disagreement, regardless of the
outcome thereof. Further, in the event Xx. Xxxxx becomes entitled
to any monies or benefits hereunder, GMI and GMCSI agree to pay
such monies and provide such benefits without regard to any and all
claims, offsets or causes of action which GMI or GMCSI may have
against Xx. Xxxxx until such time, if ever, as GMI or GMCSI shall
have obtained a final judgment in its favor in a court of competent
jurisdiction regarding such claim, offset or cause of action.
This agreement supersedes any and all prior employment
agreements between Xx. Xxxxx and GMI or GMCSI.
GLOBAL MARINE INC. GLOBAL MARINE CORPORATE
SERVICES INC.
By: s / Xxxxxx X. Xxxx By: s /Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
President and CEO Vice President
Accepted and Agreed:
s / X. Xxxxxxx Xxxxx
X. Xxxxxxx Xxxxx
