EXHIBIT 10.2
SEVERANCE BENEFITS AGREEMENT
THIS SEVERANCE BENEFITS AGREEMENT (this "Agreement") is entered into this 30th
day of April 2002, among Xxxxxx Offshore Inc. (the "Company"), and XXXXXXX XXXXX
XXXXXXX (a "Senior Officer").
WHEREAS, the Senior Officers are senior management employees of the Company;
WHEREAS, the Company values the continuing service of the Senior Officers and
desires to provide certain severance rights to the Senior Officers in the event
any of them are terminated without cause or in connection with a change in
control of the Company, as described herein;
NOW, THEREFORE, in consideration of the premises and the covenants, terms and
conditions herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Severance Benefits As a material inducement for the continuing service
of the Senior Officers to the Company, the Company hereby agrees that
the Company shall pay a Senior Officer an amount equal to one (1) year
of his base salary in the event that such Senior Officer is terminated
by the Company without Cause (as hereinafter defined), including,
without limitation, termination without Cause in connection with a
change of control of the Company. Such severance payment shall be paid
by the Company to the terminated Senior Officer within thirty (30) days
after the date of termination.
2. Definitions As used in this Agreement, the term "Cause" shall mean and
include (i) chronic alcoholism or controlled substance abuse as
determined by a doctor of medicine selected by the Company that is
authorized to practice medicine by the State of Texas and whose
practice is located in Houston, Texas, (ii) an act of proven fraud or
dishonesty on the part of the Senior Officer, (iii) knowing a material
failure by the Senior Officer to comply with material applicable laws
and regulations relating to the business of the Company or its
subsidiaries, (iv) the Senior Officer's material and continuing failure
to perform (as opposed to unsatisfactory performance) his duties as
reasonably directed by the Company, except for such failure as caused
by the illness or other similar incapacity or disability of the Senior
Officer, or (v) conviction of a crime involving moral turpitude or a
felony.
3. At-Will Employees The obligation of the Company to pay amounts
hereunder shall not alter the at-will employment status of any Senior
Officer or diminish the right of the Company to terminate a Senior
Officer's employment without Cause.
4. Miscellaneous
4.1. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and
supersedes all prior agreements, whether written or oral with
respect thereto.
4.2. This Agreement may be amended, superseded, or canceled, and
the terms and conditions hereof may be waived, only by written
instrument signed by the parties or, in the case of a waiver,
by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.
4.3. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without giving
effect to any choice of law provisions or principles thereof.
Enforcement of this Agreement or any action taken or held with
respect to this Agreement shall be taken exclusively in the
courts of appropriate jurisdiction in Houston, Texas.
4.4. This Agreement, and any rights and obligations hereunder, may
not be assigned by any Senior Officer and may be assigned by
the Company only to a successor by merger or purchaser of
substantially all of the assets of the Company.
4.5. This Agreement may be executed in separate counterparts, each
of which when so executed and delivered shall be deemed an
original, but all of which together shall constitute one in
the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
SENIOR OFFICER
/s/ Xxxxxxx Xxxxx Xxxxxxx
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Xxxxxxx Xxxxx Xxxxxxx
XXXXXX OFFSHORE INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
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