EXHIBIT 10.69
TRITON EXPLORATION SERVICES, INC.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
May 11, 1999
Xx. X.X. Xxxxxx, III
0000 Xxxxxxxx
Xxxxxx, Xxxxx 00000
Re: Amended and Restated Employment Agreement dated July 15, 1998 among
Triton Exploration Services, Inc., Triton Energy Limited and X.X.
Xxxxxx, III (as amended or modified to date, the "Agreement"; capitalized
terms used in this letter shall have the meanings set forth in the
Agreement)
Dear Xx. Xxxxxx:
This letter will evidence our agreement to amend the Agreement as set forth
herein. Section 1.6 of the Agreement is hereby amended to read in its entirety
as follows:
"For purposes of this Agreement, a 'change in control of the Company' shall
mean the occurrence of any of the following events: (i) there shall be
consummated (x) any consolidation, amalgamation, merger or other form of
business combination of the Company, or to which the Company is a party, in
which (I) the Company is not the continuing or surviving corporation or (II)
where the Company is the continuing or surviving corporation, the Company's
Ordinary Shares would be converted into cash, securities or other property, or
the holders of the Company's Ordinary Shares immediately prior to the
consolidation, amalgamation, merger or other form of business combination would
represent less than a majority of the common stock or ordinary shares of the
surviving corporation immediately after the consolidation, amalgamation, merger
or other form of business combination, or (y) any sale, lease, exchange or other
transfer (excluding transfer by way of pledge or hypothecation), in one
transaction or a series of related transactions, of all, or substantially all,
of the assets of the Company, (ii) the shareholders of the Company approve any
plan or proposal for the liquidation or dissolution of the Company, (iii) any
'person' (as such term is defined in Section 3(a)(9) or Section 13(d)(3) under
the Securities Exchange Act of 1934, as amended (the '1934 Act')) or any 'group'
(as such term is used in Rule 13d-5 promulgated under the 1934 Act), other than
the Company or any successor of the Company or any subsidiary of the Company or
any employee benefit plan of the Company or any subsidiary (including such
plan's trustee), becomes a beneficial owner for purposes of Rule 13d-3
promulgated under the 1934 Act, directly or indirectly, of securities of the
Company representing 15.0% or more of the Company's then outstanding securities
having the right to vote in the election of Directors of the Company, or (iv)
during any period of two consecutive years, individuals who, at the beginning of
such period constituted the entire Board of Directors of the Company (the
'Board', and such individuals being referred to as the 'Incumbent Directors'),
cease for any reason (other than death) to constitute a majority of the
Directors of the Company, unless the election, or the nomination for election,
by the Company's shareholders, of each new Director of the Company was approved
by a vote of at least two-thirds of the Incumbent Directors (so long as such new
Director was not nominated by a person who expressed an intent to effect a
change in control of the Company or engage in a proxy or other control contest)
in which case such new Director shall be considered an Incumbent Director."
Except as expressly set forth in this letter, the Agreement shall remain in
full force and effect. Nothing in this letter shall in any way be deemed to
affect any rights of Employee that may have arisen under the Agreement on or
prior to the date of this letter, including without limitation pursuant to any
change in control of the Company that may have occurred on or prior to the date
of this letter.
Please acknowledge your agreement with the foregoing by signing below.
Very truly yours,
Triton Exploration Services, Inc.
By: _____________________________
Xxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
Acknowledged and Agreed:
X.X. Xxxxxx, III
Acknowledged and Agreed by Triton Energy Limited, as guarantor
of Triton Exploration Services, Inc.
Triton Energy Limited
By: _________________________________
Xxxxx X. Xxxxxxxxx, President and
Chief Executive Officer
