EXHIBIT 10.4
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT ("Agreement") is entered into as of
the 1st day of June, 2002, by and between WILLBROS GROUP, INC. ("Willbros"), a
Republic of Panama corporation, and XXXXX X. BUMP ("Consultant"), an individual
who resides at Houston, Texas.
W I T N E S S E T H:
WHEREAS, Willbros and its affiliates are engaged in the provision of
construction, engineering and other specialty services to the petroleum and
power industries at various locations throughout the world; and
WHEREAS, Consultant has significant experience and expertise in the
provision of construction, engineering and other specialty services to the
petroleum and power industries throughout the world; and
WHEREAS, Willbros and its affiliates wish to obtain certain advice and
assistance from Consultant in connection with their business activities and
Consultant is willing to provide such advice and assistance to Willbros and its
affiliates on the terms specified herein;
NOW, THEREFORE, for and in consideration of the premises and the mutual
promises and covenants hereinafter set forth, the parties hereto agree as
follows:
1. SERVICES TO BE PERFORMED. The services to be provided by Consultant
shall consist of advice and assistance in connection with the business
activities conducted by Willbros and/or its affiliates ("Services").
All Services shall be rendered at the request and under the general
direction of the Board of Directors of Willbros. Subject to Paragraph
11 below, Willbros will provide Consultant such information about the
business activities of Willbros and its affiliates as Consultant may
reasonably require in order to carry out the Services.
2. STANDARD OF PERFORMANCE. All Services will be performed by Consultant
with a level of skill and care generally exercised by other
professional consultants engaged in performing the same or similar
services. In performing the Services, Consultant will comply fully with
all applicable laws.
3. RELATIONSHIP. The relationship between Willbros and Consultant shall be
that of independent contractors and Consultant shall not be or be deemed
to be a partner, agent or employee of Willbros or any of its affiliates.
Consultant shall not be eligible to participate in any employee pension,
insurance, medical, retirement or other fringe benefit plan of Willbros
or any of its affiliates on account of the provision of Services
pursuant to this Agreement. It is recognized, however, that Consultant
is, and expects to continue to be, a Class III member and Chairman
of the Willbros Board of Directors as well as a member of various
committees thereof. Nothing herein shall affect or preclude Consultant's
eligibility to participate in benefits or other programs offered or
available to other non-employee members of the Willbros Board of
Directors.
4. TERM. This Agreement shall become effective on June 1, 2002 and shall
continue until (a) December 31, 2004 or (b) the date Consultant ceases
to serve as Chairman of the Board of Directors of Willbros, whichever
last occurs.
5. AVAILABILITY. Upon reasonable advance notice, Consultant shall be
available to perform Services for a cumulative period of up to ten (10)
hours per month. Time spent by Consultant in respect of Willbros Board
of Director meetings, Willbros Board of Director Committee meetings and
preparation for such meetings shall be deemed to be time expended in
the performance of Services for purposes of this Paragraph 5.
6. COMPENSATION. Willbros shall pay Consultant a fee of Ten Thousand U.S.
Dollars (U.S.$10,000) per month while this Agreement remains in force.
Such fee shall be payable monthly in arrears.
7. EXPENSES AND FACILITIES. Willbros shall reimburse Consultant for all
reasonable business expenses paid or incurred by Consultant directly in
connection with the performance of the Services, including all costs
for Consultant and Consultant's spouse to annually attend the
International Pipe Line and Offshore Contractors Association
convention. In addition, while this Agreement remains in effect,
Willbros shall cause its subsidiary, Willbros USA, Inc., to make
available to Consultant without charge appropriate office space, office
equipment, secretarial assistance, parking, communications equipment
and storage space at the Willbros USA, Inc. offices in Houston, Texas.
8. TAXES. Consultant will pay, be fully responsible for and indemnify
Willbros and its affiliates against all taxes attributable to the
compensation payable to Consultant hereunder, including, without
limitation, income, unemployment, social security and medicare taxes.
9. INSURANCE. While this Agreement remains in effect, Consultant will
maintain in force or cause to be maintained in force with respect to any
automobile operated by Consultant automobile liability insurance with
limits of not less than One Hundred Thousand U.S. Dollars (U.S.
$100,000) for any one person for bodily injury or death, Three Hundred
Thousand U.S. Dollars (U.S. $300,000) for any one accident for bodily
injury or death and Fifty Thousand U.S. Dollars (U.S. $50,000) for
property damage. Consultant will provide Willbros evidence of such
insurance upon its request. While performing consulting services under
this Agreement, Consultant will be an insured person under such
accidental death and dismemberment and crisis management insurance
policies as Willbros maintains in force with respect to certain of its
employees and consultants who
2
are engaged in international business travel. However, Willbros reserves
the right to modify or terminate such insurance policies at any time.
10. INDEMNIFICATION. Willbros will indemnify Consultant against any
liability which arises as a result Consultant's provision of the
Services, provided such liability is not attributable to Consultant's
negligence, willful misconduct or failure to comply with the provisions
of this Agreement.
11. CONFIDENTIALITY. Except with Willbros' prior written consent or as
otherwise required by law, Consultant will hold in confidence, not
disclose to any other person or entity or use for Consultant's own
personal benefit or the benefit of any other person or entity all
information regarding Willbros, its affiliates, their respective
employees, and the business activities conducted by Willbros or its
affiliates which Consultant obtains or becomes aware of during the
course of providing the Services, unless such information has become
publicly available other than as a result of a breach of this Agreement
by Consultant. The requirements of this Paragraph 11 shall survive
expiration or termination of this Agreement for a period of two (2)
years.
12. NON-COMPETE. While this Agreement remains in force, Consultant will not
compete with Willbros or its affiliates, or provide advice or assistance
to any enterprise or entity which is engaged or intends to engage in
competition with Willbros or its affiliates.
13. SOLICITATION OF EMPLOYEES. During the term of this Agreement, Consultant
will not seek to employ or assist any other enterprise or entity with an
effort to employ any employee of Willbros or its affiliates.
14. TERMINATION. Either party may terminate this Agreement for cause with
immediate effect if the other of them fails to comply with its
obligations under this Agreement and does not cure such failure within
ten (10) days after notice of such failure has been provided.
15. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be effective upon delivery to
the party at the party's address or facsimile number stated herein.
Either party may change such party's address stated herein by giving
notice of the change in accordance with this Paragraph 15.
If to Willbros: Willbros Group, Inc.
c/o Willbros USA, Inc.
Suite 1000
0000 Xxxx Xxx Xxxxxxx
Xxxxxxx, Xxxxx
Facsimile: (713) 403-
Attention: President
3
If to Consultant: Xxxxx X. Bump
00 Xxxxx Xxxxxx, #0
Xxxxxxx, Xxxxx 00000
Facsimile: (000) 000-0000
16. ASSIGNMENT. All rights and obligations herein contained shall inure to
the benefit of and be binding upon Willbros, Consultant, their
successors and their permitted assigns. Consultant shall not assign any
rights or obligations under this Agreement without the prior written
consent of Willbros.
17. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas, United States of
America, excluding any conflict of law or other provision referencing
the laws of another jurisdiction.
18. ENTIRE AGREEMENT AND WAIVER. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof and supersedes any other understanding entered into by or on
account of the parties with respect to the subject matter hereof to the
extent inconsistent herewith. This Agreement may not be changed,
modified or amended except in writing signed by the parties hereto. The
failure of either party to exercise any rights under this Agreement for
a breach thereof shall not be deemed to be a waiver of such rights or a
waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CONSULTANT WILLBROS
Willbros Group, Inc.
/s/ Xxxxx X. Bump By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Xxxxx X. Bump Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
4
