EXHIBIT 10.25
EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective June 21, 1994, and made between XXXXX X.
XXXXXXXXX ("Employee") and PRIDE OFFSHORE, INC. (the "Company").
WHEREAS, Employee is a key employee of the Company, and he acknowledges
that his talents and services to the Company are of a special, unique, unusual
and extraordinary character and are of particular and peculiar benefit and
importance to the Company;
WHEREAS, the Company desires to obtain assurances that Employee will devote
his best efforts to his employment with the Company and will not enter into
competition with the Company in its business as now conducted and to be
conducted, or solicit customers or other employees of the Company to terminate
their relationships with the Company; and
WHEREAS, Employee is willing, in consideration for his employment with the
Company, to provide the Company with such assurances and to enter into and carry
out this Agreement;
NOW, THEREFORE, the parties agree as follows:
1. Employment.
(a) The Company agrees to employ Employee and Employee agrees to be employed by
the Company, for a period commencing June 21, 1994 and ending on June 21,
1997, subject, however, to prior termination as provided herein. At the
expiration date of June 21, 1997, this Agreement shall be considered
renewed for regular periods of one year unless one party submits to the
other a written notice of termination 120 days prior to the next succeeding
expiration date. By giving such written notice, either party shall have
the right to terminate this Agreement as of the next anniversary date of
this Employment Agreement.
(b) During the term of employment provided herein, Employee agrees: (i) to
faithfully perform the duties assigned to him to the best of his ability,
and to perform such other duties as are customarily performed by one
holding his position in other same or similar businesses or enterprises as
that engaged in by the Company, and (ii) to render such other services and
duties as may be assigned to him from time to time by the Company.
2. Best Efforts and Other Employment of Employee.
(a) Employee agrees that he will at all times faithfully, industriously and to
the best of his ability, experience and talents, perform all of the duties
that may be reasonably required of and from him pursuant to the express and
implicit terms hereof, to the reasonable satisfaction of the Company. Such
duties shall be rendered at such place or places as the Company shall in
good faith require or as the interest, needs, business, or opportunities of
the Company shall require, provided that such duties do not require
relocation.
(b) Employee shall devote his normal and regular business time, attention,
knowledge and skill to the business and interests of the Company, and the
Company shall be entitled to all of the benefits, profits or other issue
arising from or incident to all work, services and advice of Employee
performed for the Company. Such employment shall be considered "full time"
employment.
3. Annual Compensation.
(a) As compensation for the services to be rendered by Employee, and as
consideration for entering into the Noncompetition Agreement referred to in
paragraph 6, below, the Company agrees to provide Employee with the
following:
(i) During the period beginning at Closing, and ending December 31,
1994, Employee shall be paid a base salary at the annual rate of
$61,500. Employee shall be paid an additional $10,000 annual amount
in accordance with paragraph 6 below. Such base salary shall be
reviewed thereafter on an annual basis at the end of every calendar
year by Pride Petroleum, Service, Inc.'s ("Pride") management and
may or may not be adjusted in such manner as shall provided no
reduction in base salary below the amount specified in this
subparagraph shall be permitted without the consent of Employee,
(ii) An annual incentive bonus opportunity to be established by the
Company. Such incentive bonus shall be based upon performance
objectives established by the Company but shall in no event exceed
55% of Employee's base salary. Such performance objectives shall be
communicated to Employee as soon as practicable after each January 1
for the year that begins on that January 1,
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(iii) A paid vacation each year in accordance with the vacation policy of
the Company then in effect, the time of such vacation to be mutually
agreed upon by Employee and the Company.
(b) In the event Employee's employment pursuant to this Agreement is terminated
prior to its expiration by reason of his death or permanent incapacity
(determined in good faith by the Company on advice of a physician),
Employee, or his personal representative in the event of his death or
permanent incapacity, shall be entitled to receive the base salary for
three months following such death or incapacity;
(c) The Company shall pay Employee's reasonable airline fare, hotel bills, and
other necessary and proper expenses when traveling on, or otherwise
performing, the Company's business, provided that Employee furnishes the
Company with appropriate supporting documentation of such expenses.
4. Termination for Cause.
Employee shall be deemed to have been terminated by the Company for cause
if he is terminated because of his acts or conduct which would make it
unreasonable to require the Company to retain Employee in its employment,
such as, but not limited to, dishonesty, activities harmful to the
reputation of the Company, refusal to perform or neglect of the substantive
duties assigned to him, breach of paragraph 6 hereof or breach of any of
the provisions of this Agreement or any policy of the Company or Pride. If
Employee is terminated for cause, he shall be entitled to no severance pay,
shall be entitled to no bonus payment that might otherwise be owed to him,
and no further payments hereunder.
5. Termination Without Cause.
In the event that the Employee is discharged without cause, the Company
shall pay the Employee in a lump sum equal to all payments which would have
been required under the terms of this Agreement had such discharge not
occurred.
6. Noncompetition.
In addition to the other salary and compensation herein provided for, the
Company agrees to pay to Employee, during the term Employee remains in the
employment of Company, the sum of $10,000 per year to be paid in equal
installments at the same time Employee is paid his base salary, as
consideration for Employee's continued employment with the Company and as
consideration for Employee's Agreement not to compete with the Company
during the term of this Employment Agreement either directly or indirectly.
Employee shall not:
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a. engage in the offshore workover rig business in the Gulf of Mexico
in competition with such business conducted by the Company;
b. solicit any customers of the Company or any of the former customers
of Offshore Rigs, L.L.C. for any business in competition with the Company
in the Gulf of Mexico;
c. request any customer or supplier of the Company to curtail or
cancel their business with the Company;
d. disclose to any person, firm or corporation any details of the
organization or business affairs or any names of customers of the Company
or of Offshore Rigs, L.L.C. which would be detrimental to the Company;
e. induce or attempt to influence any employee of the Company to
terminate his or her employment with the Company or employ or assist anyone
else in the employment of any of the Company's employees; or
f. provide any consulting service(s) or engage in any business in the
Gulf of Mexico or any Louisiana coastal parishes which provides, produces,
sells products, is a lessor, or provides services which is in competition
with the Company which the Company provides in the Noncompetition Area.
7. Confidentiality.
The Employee will not at any time during or after his employment by the
Company, directly or indirectly, divulge, disclose or communicate to any
person, firm or corporation in any manner whatsoever any information
concerning any matters affecting or relating to the Company or the business
of the Company for a purpose which is necessary to the carrying out of the
Employee's duties as an employee of the Company.
The Employee agrees to the foregoing without regard to whether all of the
foregoing matters will be deemed confidential, material or important, it
being stipulated by the parties that all information, whether written or
otherwise, regarding the Company's business, including, but not limited to,
information regarding customers, customer lists, employees, employee
salaries, costs, prices, earning, and any financial or cost accounting
reports, products, services, formulae, compositions, machines, equipment,
apparatus, systems, acquisitions, new location plans, prospective and
executed contracts and other business arrangements, and sources of supply,
is presumed to be important, material and confidential information of the
Company for purposes of this Agreement,
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except to the extent that such information may be otherwise lawfully and
readily available to the general public. Employee agrees that all such
information is a trade secret owned exclusively by the Company which shall
at all times be kept confidential. The Employee further agrees that he
will, upon termination of his employment with the Company, return to the
Company all books, records, lists and other written, typed or printed
materials, whether furnished by the Company or prepared by the Employee,
which contain any information relating to the Company's business, and the
Employee agrees that he will neither make nor retain any copies of such
materials after termination of employment.
8. Business Opportunities, Patentable Devices, Etc.
Employee will make full and prompt written disclosure to the Company or its
nominee of:
(a) Any business opportunity of which he becomes aware and which relates to
the business of the Company or its affiliates; and
(b) Any patentable device, apparatus, method, rig design, process or
improvement which he may invent or discover, either solely or jointly with
any other person or persons, resulting from or in the course of any work
done by him as an employee of the Company, or relating to the work or
duties he was employed or assigned to perform or actually does perform for
the Company, or relating to any phase of the Company's business or fields
of interest in each case whether or not such patentable device, apparatus,
method, process or improvement is:
(i) related to the project to which he is so assigned,
(ii) made with a contribution by the Company or the use of Company or
Company-held facilities, equipment, materials, allocated funds, proprietary
information, or services of Company employees or associated persons,
(iii) made during working hours, or
(iv) made before or during the period of Employee's employment
pursuant to this Agreement.
9. Early Termination or Breach of Noncompetition Agreement.
In the event Employee shall end his employment with the Company prior to
the termination date provided herein, or in the event Employee shall
compete with the Company in violation
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of the Noncompetition Agreement, Employee shall be subject to all of the
penalties contained in this Employment Agreement and the Noncompetition
Agreement.
10. Modification.
If, in any action before any court or agency legally empowered to enforce
such covenants, any term, restriction, covenant or promise contained herein
is found to be unreasonable, unlawful or otherwise invalid and for that
reason unenforceable, then such term, restriction, covenant or promise
shall be deemed modification to the extent necessary to make it enforceable
by such court or agency.
11. Remedies; Survival of Employee's Covenants.
Without limiting the rights of the Company to pursue all other legal and
equitable rights available to them for any violation of the covenants of
Employee herein, it is agreed that: (a) the services to be rendered by
Employee under this Agreement are of a special, unique, unusual and
extraordinary character,which give them a peculiar value, and the loss of
such services cannot be reasonably and adequately compensated in damages in
an action at law, and (b) remedies other than injunctive relief cannot
fully compensate the Company for violation of certain paragraphs of this
Agreement; accordingly, the Company shall be entitled to injunctive relief
to prevent violations of such paragraphs or continuing violations thereof.
All of Employee's covenants in and obligations under this Agreement shall
continue in effect notwithstanding any termination of Employee's
employment, whether by the Company or by Employee, upon expiration or
otherwise, and whether or not pursuant to the terms of this Agreement.
12. Life Insurance.
The Company shall have the right, at its own expense and for its own
benefit, to take out life insurance on Employee in such amount or amounts
as it shall see fit, and Employee agrees to cooperate with the Company in
obtaining such insurance.
13. Successors and Assigns; Parties in Interest.
This Agreement shall be binding upon the Company, its successors and
assigns and upon Employee, his heirs, executors and administrators.
14. Notices.
Notices contemplated by this Agreement shall be in writing and shall be
deemed given when delivered in person or mailed certified, first class mail
postage prepaid, to the Company at
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0000 Xxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxx 00000, or to Employee
at ___________________________________________.
15. Integration.
This Agreement and the Exhibit, attached hereto, contain the entire
agreement between the parties hereto with respect to the transactions
contemplated herein, supersedes all prior negotiations and Agreements, both
oral and written, between the parties and cannot be amended, supplemented
or modified except by an instrument in writing signed by all parties.
16. Headings.
The headings in this Agreement are inserted for convenience of reference
only and shall not affect the meaning or interpretation of this Agreement.
17. Governing Law.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Louisiana.
IN WITNESS WHEREOF, this Agreement is effective as of the date written
above.
PRIDE OFFSHORE, INC.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
President
EMPLOYEE:
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
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