EXHIBIT 10.21.2
AGREEMENT
This Agreement (the "Agreement"), entered into and effective as of July
31, 1999 (the "Effective Date"), is among Xxxxxxx X. Xxxxxxx ("Xxxxxxx"),
Cliffs Drilling Company ("CDC") and R&B Falcon Corporation ("RBF").
In consideration of the mutual obligations set out below, Xxxxxxx, CDC and
RBF agree as follows:
1. Within two business days following the execution of this
Agreement CDC agrees to pay to Xxxxxxx a lump sum in cash, less
deductions required by law, of $2,587,500.
2. From the Effective Date and continuing until December 1, 2001
CDC agrees to provide Xxxxxxx and his family, at the expense of
CDC, all benefits under (or substantially equivalent benefits
to) RBF's welfare benefit plans, practices, policies and
programs (including, without limitation, medical, prescription,
dental, vision, disability, salary continuance, group life and
supplemental group life and accidental death insurance plans and
programs), to the extent generally applicable to other RBF
executives.
3. For a period of three (3) years following the Effective Date
(the "Restricted Period") Xxxxxxx agrees:
(a) Not to engage in Competition with CDC. For purposes of this
Section 3(a), "Competition" shall mean Xxxxxxx engaging in
or otherwise being a director, officer, employee,
principal, agent, stockholder, member, owner or partner of,
or permitting his name to be used in connection with the
activities of any corporation or other business
organization in the offshore contract drilling industry in
direct or indirect competition with CDC, its parent,
subsidiary or affiliated companies, but shall not preclude
Xxxxxxx from being or becoming the registered or beneficial
owner of up to five (5%) of any class of capital voting
stock (or equivalent voting interest) of any corporation or
other business organization in the offshore contract
drilling industry, provided Xxxxxxx does not participate
actively in such business until the end of the Restricted
Period.
(b) Not to disclose to any third party not a member of the
Company Group (as hereinafter defined), its or their legal
counsel or independent auditors, Confidential Information
(as hereinafter defined) or Trade Secrets (as hereinafter
defined), except any of the Confidential Information or
Trade Secrets which shall be or become in the public domain
other than by breach by Xxxxxxx of his obligations set out
in this Section 3(b) or shall be required to be disclosed
by applicable laws or regulations, any judicial or admin-
istrative authority or stock exchange rule or regulation.
For purposes of this Section 3(b): "Company Group" shall
mean CDC, its parent corporation, subsidiaries and affil-
iates; "Confidential Information" shall mean (r) internal
policies and procedures, (s) financial information, (t)
marketing strategies, (u) secret discoveries, inventions,
formulae, designs, methods, processes and know-how not con-
stituting Trade Secrets, and (v) other non-public inform-
ation relating to the Company Group's business, the
disclosure of which would materially adversely affect the
Company Group's business or financial condition; and "Trade
Secrets" shall mean all secret discoveries, inventions,
formulae, designs, methods, processes and know-how entitled
to protection as trade secrets under the laws of the state
of Texas.
4. (a) The Stock Option Agreements between Xxxxxxx and CDC
referred to below are respectively amended: (i) to revise
the number of option shares covered by each such agreement
and to revise the option exercise price per share to
reflect the adjustments necessary to take into account the
conversion of CDC shares to shares of RBF effected as a
result of the merger transaction between CDC and RBF
concluded December 1,1998, and (ii) to extend the period of
time within which Xxxxxxx shall be entitled to exercise the
outstanding stock options granted to him thereunder,
notwithstanding the provisions of such Stock Option
Agreements, as follows:
Option
Date of Agreement No. of Options Exercise Price Period of Time
(per share) to Exercise
May 22, 1996 47,600 $ 8.24 May 21, 2006
May 21, 1997 34,000 19.27 May 20, 2007
May 13, 1998 85,000 29.71 May 12, 2008
(b) The Stock Option Agreement between Xxxxxxx and RBF dated
December 1, 1998 is amended to remove the restrictions on
vesting and extend the period of time within which Xxxxxxx
shall be entitled to exercise the outstanding stock options
granted to him thereunder to December 1, 2008, notwith-
standing the provisions of such Stock Option Agreement.
5. The Agreement shall be binding upon and shall inure to the
benefit of the parties, their respective representatives, agents,
attorneys, successors and assigns, and, in particular, without
limiting the generality of the foregoing, to CDC's and RBF's
directors, officers and employees and to Xxxxxxx'x heirs,
executors, administrators, legal and personal representatives
and assigns.
6. This Agreement shall be deemed to be a contract made under and
governed by, the laws of the State of Texas, without reference
to principles of conflicts of law.
7. The provisions of this Agreement are severable. If a court or
other tribunal of competent jurisdiction rules any provision of
this Agreement is invalid or unenforceable, such ruling will not
affect the validity or enforceability of any other provision of
the Agreement, and this Agreement shall be deemed to be modified
and amended so as to be enforceable to the extent permitted by
law.
This Agreement is signed in Houston, Texas on July , 1999.
__________________________________
Xxxxxxx X. Xxxxxxx
CLIFFS DRILLING COMPANY
By:_______________________________
Its duly authorized
officer
R&B FALCON CORPORATION
By:_______________________________
Its duly authorized
officer
