EXHIBIT 10.70
TRITON EXPLORATION SERVICES, INC.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
May 11, 1999
Re: Employment Agreement among Triton Exploration Services, Inc., Triton
Energy Limited and ________________ (as amended or modified to
date, the "Agreement"; capitalized terms used in this letter shall have
the meanings set forth in the Agreement)
Dear M__________:
This letter will evidence our agreement to amend the Agreement as set forth
herein.
1. The second sentence of Section 2 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, without the prior approval of the Board of Directors
of the Company (the 'Board'), a beneficial owner for purposes of Rule 13d-3
promulgated under the 1934 Act, directly or indirectly, of securities of the
Company representing 25.0% 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 (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."
2. Section 4.3-2 of the Agreement is hereby amended to read in its
entirety as follows:
"4.3-2 In lieu of any further salary payments to Employee for periods
subsequent to the Date of Termination, an amount equal to the product of (a)
115% times Employee's annual base salary at the rate in effect as of the Date of
Termination (without giving effect to any reduction thereof by Employer without
Employee's prior written consent) multiplied by (b) the number two (2);"
Except as expressly set forth in this letter, the Agreement shall remain in
full force and effect.
Please acknowledge your agreement with the foregoing by signing below.
Very truly yours,
Triton Exploration Services, Inc.
By: _____________________________
X.X. Xxxxxx, III, Senior Vice
President and Chief Operating Officer
Acknowledged and Agreed:
__________________________
Acknowledged and Agreed by Triton Energy Limited, as guarantor
of Triton Exploration Services, Inc.
Triton Energy Limited
By: _________________________________
X.X. Xxxxxx, III, Senior Vice President and
Chief Operating Officer
The following officers are party to this form of amendment:
W. Xxxx Xxxxxxx
Xxxxxxx Xxxx-Xxxxxx
Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxx
