EXHIBIT 10.1
October 25, 2001
Xx. Xxx X. Xxxx
Santa Fe International Corporation
c/o Dallas Office
Dear Xxx:
In connection with the transition contemplated by the Agreement and Plan of
Merger (the "Merger Agreement"), dated August 31, 2001, Santa Fe International
Corporation (the "Company") wishes to amend the terms of your Executive
Severance Protection Agreement (the "Severance Agreement"), dated as of October
18, 1999, and to communicate to you certain modifications to your outstanding
equity awards.
1. The provisions of this letter agreement (the "Letter Agreement")
are supplemental to and amend the provisions of the Severance
Agreement, pursuant to Section 8 thereof, and the Company Employee
Severance Protection Plan, effective as of May 2, 1997 (the
"Severance Plan"), and, in the event of a conflict, the provisions
of this Letter Agreement shall govern. By this reference, the
Severance Plan is specifically incorporated herein and the defined
terms and definitions of said Severance Plan are incorporated
herein mutatis mutandis. Unless provided otherwise in this Letter
Agreement, capitalized terms that are not otherwise defined in
this Letter Agreement shall have the meanings assigned to them in
the Severance Plan.
2. Notwithstanding anything to the contrary in Section 4.1 of the
Severance Plan, the definition of the Designated Period is hereby
amended to constitute the period from the Change in Control until
the third anniversary of the Change in Control.
3. At the Effective Time (as such term is defined in the Merger
Agreement), (a) all of your then outstanding options to purchase
Company ordinary shares (such then outstanding options, being
hereinafter referred to as the "Old Options") shall vest and
become exercisable, and (b) all of your then outstanding
restricted ordinary shares shall vest. In addition, pursuant to
this Letter Agreement, and notwithstanding anything to the
contrary in any stock option plan of the Company or Award
Agreements thereunder, if your employment is terminated at any
time in circumstances entitling you to a Severance Benefit
pursuant to Section 4.2 of the Severance Plan, your Old Options
shall remain exercisable for three years following the date of the
termination of your employment (or until the expiration of the
original term of the Old Options, if earlier).
Xx. Xxx X. Xxxx
October 25, 2001
Page Two
4. Section 6(a) of the Severance Agreement is hereby amended by
inserting the following parenthetical after the words "applicable
company pension plan" in the first sentence thereof:
(which, for purposes of this Agreement, shall include any
retirement plan sponsored by the Company, including but not
limited to, qualified or non-qualified pension plans,
supplemental pension plans, supplemental executive retirement
plans or any other pension-type plans providing monthly or
lump sum cash benefits at retirement)
5. Section 6(b) of the Severance Agreement is hereby amended by
inserting the words "and/or financial planning services" after the
words "outplacement service" in such section.
6. The Severance Agreement as amended herein and the Severance Plan
shall continue in full force and effect.
7. This Letter Agreement may be amended or terminated only by a
written instrument signed by both parties hereto making specific
reference to this Letter Agreement and expressing the plan or
intention to modify or terminate it.
8. This Letter Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed an original, but both
such counterparts shall together constitute one and the same
document.
If this Letter Agreement sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this Letter
Agreement, which will then constitute our agreement with each provision
contained herein.
Sincerely,
SANTA FE INTERNATIONAL CORPORATION
By: /s/ C. Xxxxxxx Xxxxxx, Xx.
C. Xxxxxxx Xxxxxx, Xx.
ACCEPTED AND AGREED:
/s/ Xxx X. Xxxx
Xxx X. Xxxx
October 25, 2001
Xx. Xxxxx X. Xxxx
Santa Fe International Corporation
c/o Dallas Office
Dear Xxxxx:
In connection with the transition contemplated by the Agreement and Plan of
Merger (the "Merger Agreement"), dated August 31, 2001, Santa Fe International
Corporation (the "Company") wishes to amend the terms of your Executive
Severance Protection Agreement (the "Severance Agreement"), dated as of October
18, 1999, and to communicate to you certain modifications to your outstanding
equity awards.
1. The provisions of this letter agreement (the "Letter Agreement")
are supplemental to and amend the provisions of the Severance
Agreement, pursuant to Section 8 thereof, and the Company Employee
Severance Protection Plan, effective as of May 2, 1997 (the
"Severance Plan"), and, in the event of a conflict, the provisions
of this Letter Agreement shall govern. By this reference, the
Severance Plan is specifically incorporated herein and the defined
terms and definitions of said Severance Plan are incorporated
herein mutatis mutandis. Unless provided otherwise in this Letter
Agreement, capitalized terms that are not otherwise defined in
this Letter Agreement shall have the meanings assigned to them in
the Severance Plan.
2. Notwithstanding anything to the contrary in Section 4.1 of the
Severance Plan, the definition of the Designated Period is hereby
amended to constitute the period from the Change in Control until
the third anniversary of the Change in Control.
3. At the Effective Time (as such term is defined in the Merger
Agreement), (a) all of your then outstanding options to purchase
Company ordinary shares (such then outstanding options, being
hereinafter referred to as the "Old Options") shall vest and
become exercisable, and (b) all of your then outstanding
restricted ordinary shares shall vest. In addition, pursuant to
this Letter Agreement, and notwithstanding anything to the
contrary in any stock option plan of the Company or Award
Agreements thereunder, if your employment is terminated at any
time in circumstances entitling you to a Severance Benefit
pursuant to Section 4.2 of the Severance Plan, your Old Options
shall remain exercisable for three years following the date of the
termination of your employment (or until the expiration of the
original term of the Old Options, if earlier).
Xx. Xxxxx X. Xxxx
October 25, 2001
Page Two
4. Section 6(a) of the Severance Agreement is hereby amended by
inserting the following parenthetical after the words "applicable
company pension plan" in the first sentence thereof:
(which, for purposes of this Agreement, shall include any
retirement plan sponsored by the Company, including but not
limited to, qualified or non-qualified pension plans,
supplemental pension plans, supplemental executive retirement
plans or any other pension-type plans providing monthly or
lump sum cash benefits at retirement)
5. Section 6(b) of the Severance Agreement is hereby amended by
inserting the words "and/or financial planning services" after the
words "outplacement service" in such section.
6. The Severance Agreement as amended herein and the Severance Plan
shall continue in full force and effect.
7. This Letter Agreement may be amended or terminated only by a
written instrument signed by both parties hereto making specific
reference to this Letter Agreement and expressing the plan or
intention to modify or terminate it.
8. This Letter Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed an original, but both
such counterparts shall together constitute one and the same
document.
If this Letter Agreement sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this Letter
Agreement, which will then constitute our agreement with each provision
contained herein.
Sincerely,
SANTA FE INTERNATIONAL CORPORATION
By: /s/ Xxx Xxxx
Xxx Xxxx
ACCEPTED AND AGREED:
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
October 25, 2001
Xx. Xxxxx X. XxXxxxx
Santa Fe International Corporation
c/o Dallas Office
Dear Seals:
In connection with the transition contemplated by the Agreement and Plan of
Merger (the "Merger Agreement"), dated August 31, 2001, Santa Fe International
Corporation (the "Company") wishes to amend the terms of your Executive
Severance Protection Agreement (the "Severance Agreement"), dated as of October
18, 1999, and to communicate to you certain modifications to your outstanding
equity awards.
1. The provisions of this letter agreement (the "Letter Agreement")
are supplemental to and amend the provisions of the Severance
Agreement, pursuant to Section 8 thereof, and the Company Employee
Severance Protection Plan, effective as of May 2, 1997 (the
"Severance Plan"), and, in the event of a conflict, the provisions
of this Letter Agreement shall govern. By this reference, the
Severance Plan is specifically incorporated herein and the defined
terms and definitions of said Severance Plan are incorporated
herein mutatis mutandis. Unless provided otherwise in this Letter
Agreement, capitalized terms that are not otherwise defined in
this Letter Agreement shall have the meanings assigned to them in
the Severance Plan.
2. Notwithstanding anything to the contrary in Section 4.1 of the
Severance Plan, the definition of the Designated Period is hereby
amended to constitute the period from the Change in Control until
the third anniversary of the Change in Control.
3. At the Effective Time (as such term is defined in the Merger
Agreement), (a) all of your then outstanding options to purchase
Company ordinary shares (such then outstanding options, being
hereinafter referred to as the "Old Options") shall vest and
become exercisable, and (b) all of your then outstanding
restricted ordinary shares shall vest. In addition, pursuant to
this Letter Agreement, and notwithstanding anything to the
contrary in any stock option plan of the Company or Award
Agreements thereunder, if your employment is terminated at any
time in circumstances entitling you to a Severance Benefit
pursuant to Section 4.2 of the Severance Plan, your Old Options
shall remain exercisable for three years following the date of the
termination of your employment (or until the expiration of the
original term of the Old Options, if earlier).
Xx. Xxxxx X. XxXxxxx
October 25, 2001
Page Two
4. Section 6(a) of the Severance Agreement is hereby amended by
inserting the following parenthetical after the words "applicable
company pension plan" in the first sentence thereof:
(which, for purposes of this Agreement, shall include any
retirement plan sponsored by the Company, including but not
limited to, qualified or non-qualified pension plans,
supplemental pension plans, supplemental executive retirement
plans or any other pension-type plans providing monthly or
lump sum cash benefits at retirement)
5. Section 6(b) of the Severance Agreement is hereby amended by
inserting the words "and/or financial planning services" after the
words "outplacement service" in such section.
6. The Severance Agreement as amended herein and the Severance Plan
shall continue in full force and effect.
7. This Letter Agreement may be amended or terminated only by a
written instrument signed by both parties hereto making specific
reference to this Letter Agreement and expressing the plan or
intention to modify or terminate it.
8. This Letter Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed an original, but both
such counterparts shall together constitute one and the same
document.
If this Letter Agreement sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this Letter
Agreement, which will then constitute our agreement with each provision
contained herein.
Sincerely,
SANTA FE INTERNATIONAL CORPORATION
By: /s/ Xxx Xxxx
Xxx Xxxx
ACCEPTED AND AGREED:
/s/ Seals X. XxXxxxx
Seals X. XxXxxxx
