EXHIBIT 10.10
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") entered into by and among
TODCO (formerly known as R&B Falcon Corporation), a Delaware corporation, TODCO
Management Services, LLC (formerly known as R&B Falcon Management Services,
Inc.), a wholly owned subsidiary of TODCO (the "Company"), and T. Xxxxx X'Xxxxx
(the "Executive"), dated this 12th day of December, 2003.
W I T N E S S E T H:
WHEREAS, on July 19, 2002, TODCO, the Company and the Executive
entered into an Employment Agreement (the "Employment Agreement") under which
the Executive serves as Chief Financial Officer and Senior Vice President of
TODCO;
WHEREAS, Section 12(a) of the Employment Agreement contemplates the
amendment of the Employment Agreement by written agreement executed by all of
the parties to the Employment Agreement and such parties desire to amend the
Employment Agreement; and
WHEREAS, TODCO and the Company intend to continue to employ the
Executive as Chief Financial Officer and Senior Vice President of TODCO upon the
additional terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in the Employment Agreement, as hereby amended, all of the
parties to the Employment Agreement hereby agree to amend the Employment
Agreement as follows:
1. All references in the Employment Agreement to "R&B Falcon
Corporation" and to "RBF" shall become references to "TODCO" and all references
in the Employment Agreement to "R&B Falcon Management Services, Inc." shall
becomes references to "TODCO Management Services, LLC."
2. Section 1 of the Employment Agreement is hereby amended by
replacing the phrase "the second anniversary of the Effective Date" with the
phrase "January 18, 2006."
3. The third sentence of Section 2(b)(iii) of the Employment
Agreement is hereby amended to read as follows:
"The IPO Option shall be subject to (A) expiration on the tenth
anniversary of the IPO Date or, if earlier, 90 days after the
Executive's Date of Termination (as defined in Section 3(g) or
Section 4(b)) and (B) incremental exercisability of the IPO Option
at the rate of fifty percent (50%) of the shares subject to the IPO
Option on the IPO Date, and twenty-five percent (25%) of the
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shares subject to the IPO Option per year on the first (1st)
anniversary of the IPO Date and the second (2nd) anniversary of the
IPO Date so that cumulatively after the end of the second (2nd)
anniversary of the IPO Date, one hundred percent (100%) of the IPO
Option shall be exercisable."
4. Section 3(a)(i) of the Employment Agreement is hereby amended to
read as follows:
"If during the period commencing on the Effective Date and ending on
July 17, 2005 (the "Waiting Period") an IPO does not occur (the "IPO
Nonoccurrence"), then the Executive may voluntarily terminate his
employment for any reason during the ninety (90)-day period
immediately following the expiration of the Waiting Period
("Approved Termination")."
5. The first sentence of Section 7(a) of the Employment Agreement is
hereby deleted and replaced with the following:
"The Executive shall not for a period (the "Restricted Period") of
(i) six (6) months after the Date of Termination for a termination
of employment described in Section 3(b), 3(c), 3(d) or 3(e) of this
Agreement or (ii) twelve (12) months after the Date of Termination
for a Qualifying Termination that occurs within the eighteen
(18)-month period immediately following a Change in Control, engage
in Competition with the Company, TODCO, or any of TODCO's
affiliates. This Section 7 shall not apply to a termination of the
Executive's employment described in Section 3(a) of this Agreement."
6. Unless otherwise defined in this Amendment, capitalized terms
used herein shall have the meanings set forth in the Employment Agreement.
7. In the event of a conflict between the terms of this Amendment
and the Employment Agreement, this Amendment shall control.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and TODCO and the Company have caused this Amendment to be executed in its
name on its behalf, all effective as of this 12th day of December, 2003.
EXECUTIVE
/s/ T. Xxxxx X'Xxxxx
----------------------------------------
T. Xxxxx X'Xxxxx
TODCO
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Vice President
TODCO MANAGEMENT SERVICES, LLC
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Xxxx Xxxxxxx
Vice President
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