EXHIBIT 10.30
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into effective the 1st day of January, 2003, by and between
Horizon Offshore Contractors, Ltd., a Cayman Islands corporation (the
"Company"), and Xxxxx Xxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Company and the Employee are party to that certain
Employment Agreement dated as of October 11, 1999, and amended as of July 28,
2001 (the "Original Amendment"), whereby the Company has employed the Employee
on the terms and conditions contained therein; and
WHEREAS, the Company and the Employee desire to amend and restate the
Original Agreement as provided herein to reflect a much reduced involvement by
the Employee.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein, the parties agree as follows:
1. POSITION; DUTIES. On the terms set forth herein, the Employee shall
be employed to serve as an advisor to the Company's managing director (the "MD")
in connection with the Company's strategic planning, business development and
such other matters as the MD may refer to him. The Employee agrees, as and when
reasonably requested by the MD, to advise and counsel the MD with respect to
such matters. The Company acknowledges and agrees that (a) the Employee is and,
for the duration of this Agreement, may be an employee of one or more third
parties and that the Employee's employment by the Company hereunder will be
seconded to such third-party employment and (b) the Employee shall discharge his
duties from outside the United States.
2. TERM.
(a) Subject to the provisions for termination as hereinafter provided,
the Employee's employment pursuant to the terms of this Agreement shall be for
the a fixed and firm period expiring on December 31, 2005 (the "Employment
Term").
(b) Following the Employee ceasing for whatever reason to be an
employee of the Company, each party shall have the right to enforce all rights,
and shall be bound by all obligations, of such party that are continuing rights
and obligations under the terms of this Agreement.
(c) During the Employment Term, the Employee's status as an employee
will terminate immediately and automatically and this Agreement shall terminate,
subject to the provisions of Section 2.0(b), upon the earliest to occur of:
(i) the death of the Employee;
(ii) the giving of notice by the Employee of his intent to
terminate this Agreement for any reason, in his sole
discretion; or
(iii) the expiration of the Employment Term.
3. COMPENSATION.
(a) In consideration of the services to be rendered by the Employee,
the Company shall:
(i) pay the Employee a salary of $15,000 per annum (the "Salary"),
which shall be paid semi-annually in advance, without
deductions;
(ii) on the date of this Agreement, cause to be granted to the
Employee, an option (the "Option") to purchase 4,611 shares of
the common stock, $1.00 par value per share (the "Common
Stock"), of Horizon Offshore, Inc. ("XXXX") under its 2002
Stock Incentive Plan pursuant to a stock option agreement
between the Employee and XXXX in the form attached hereto as
Exhibit A (the "Stock Option Agreement").
(b) If this Agreement is terminated pursuant to Sections 2.0(c)(i) or
(ii), the Company shall have no further obligation to pay the Salary to the
Employee in accordance with Section 3.0(a)(i) for the remainder of the
Employment Term.
4. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. The Employee shall not,
during the term of this Agreement or at any time thereafter, unless specifically
authorized by the MD, use or disclose to any person or entity, any confidential
or secret information with respect to the business or affairs of the Company, or
any of its affiliated companies, including any material, non-public information
regarding the Company or its affiliated companies, unless (a) such information
becomes generally available to the public through no fault of the Employee (and
only after it becomes so available), or (b) disclosure by the Employee is
required by law, such as in connection with (i) tax or other governmental
filings, or (ii) resolution of disputes, if any, between the Employee and the
Company. The Employee agrees that all confidential and other information, data
and other property prepared, compiled or developed by the Employee on behalf of
the Company or its affiliated companies while he is engaged by the Company
hereunder shall be the property of the Company. All files and records belonging
to the Company in the Employee's possession shall be the property of the Company
and shall be returned to the Company upon termination of the Employee's
engagement hereunder.
5. INDEMNITY. The Company shall indemnify the Employee, with respect to
all services performed by the Employee pursuant to this Agreement, to fullest
extent of that provided by the Company's memorandum and articles of association.
6. INTEGRATED AGREEMENT; AMENDMENTS. This Agreement constitutes the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof
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and supersedes all prior agreements between the parties. This Agreement may be
amended or modified at any time in all respects, but only by an instrument in
writing executed by the parties hereto.
7. CHOICE OF LAW. The validity of this Agreement, the construction of
its terms and the determination of the rights and duties of the parties hereto
shall be governed by and construed in accordance with the laws of the State of
Texas of the United States of America applicable to contracts made and to be
performed wholly within such State.
8. SUCCESSORS. This Agreement shall be binding and inure to the benefit
of the Company and the Employee and to each of their respective successors and
assigns; provided, that the Employee's rights and obligations pursuant to the
Stock Option Agreement may be assigned only in accordance with its terms.
9. ORIGINAL AGREEMENT. From and after the date of this Agreement, the
Original Agreement shall be of no further force or effect, however, the Parties
acknowledge that the Employee has been employed by the Company since October 11,
1999 and that this Agreement represents a continuation of such employment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Employment Agreement to be signed themselves or by their duly
authorized officers as of the day and year first written above.
HORIZON OFFSHORE CONTRACTORS, LTD.
By:
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Xxxxx X. Xxxxx
Director
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Xxxxx Xxxxxx
EXHIBIT A
STOCK OPTION AGREEMENT FOR THE GRANT OF
NON-QUALIFIED STOCK OPTIONS UNDER THE
HORIZON OFFSHORE, INC.
2002 STOCK INCENTIVE PLAN
THIS AGREEMENT is entered into by and between Horizon Offshore, Inc., a
Delaware corporation (the "Company"), and Xxxxx Xxxxxx (the "Optionee").
WHEREAS, Optionee is an employee to a subsidiary of the Company and the
Company considers it desirable and in its best interest that Optionee be given
an inducement to acquire a proprietary interest in the Company and an incentive
to advance the interests of the Company by possessing an option to purchase
shares of the common stock of the Company, $1.00 par value per share (the
"Common Stock"), in accordance with the Horizon Offshore, Inc. 2002 Stock
Incentive Plan (the "Plan").
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
X.
Xxxxx of Option
The Company hereby grants to Optionee the right, privilege and option
(the "Option") to purchase 4,611 shares of Common Stock at an exercise price of
$4.98 per share (the "Exercise Price"), effective as of January 1, 2003 (the
"Date of Grant"). The Option shall be exercisable at the time specified in
Section II below. The Option is a non-qualified stock option and shall not be
treated as an incentive stock option under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
II.
Time of Exercise
2.1 Subject to the provisions of the Plan and the other provisions of
this Section II, the Optionee shall be entitled to exercise the Option in full
immediately as of the Date of Grant. The Option shall expire and may not be
exercised later than five years following the Date of Grant.
2.2 During Optionee's lifetime, the Option may be exercised only by him
or his guardian if he has been declared incompetent. In the event of death, the
Option may be exercised as provided herein by the Optionee's estate or by the
person to whom such right devolves as a result of the Optionee's death.
III.
Method of Exercise of Option
3.1 Optionee may exercise all or a portion of the Option by delivering
to the Company a signed written notice of his intention to exercise the Option,
specifying therein the number of shares of Common Stock to be purchased. Upon
receiving such notice, and after the Company has received full payment of the
Exercise Price, multiplied by the number of shares to be received upon exercise
(the "Aggregate Exercise Price"), the appropriate officer of the Company shall
cause the transfer of title of the shares of Common Stock purchased to Optionee
on the Company's stock records and cause to be issued to the Optionee a stock
certificate for the number of shares of Common Stock being acquired. Optionee
shall not have any rights as a stockholder until the stock certificate is issued
to him.
3.2 The Option may be exercised by the payment of the Aggregate
Exercise Price in cash, in shares of Common Stock held for six months or in a
combination of cash and shares of Common Stock held for six months. The Optionee
may also pay the Aggregate Exercise Price by delivering a properly executed
exercise notice together with irrevocable instructions to a broker approved by
the Compensation Committee (with a copy to the Company) to promptly deliver to
the Company the amount of sale or loan proceeds to pay the Aggregate Exercise
Price.
IV.
No Right to Continue as an Employee
Nothing in this Agreement shall confer upon Optionee any right to
continue to serve as an employee, or shall constitute evidence of any agreement
or understanding, express or implied, that the Company will retain Optionee as
an employee for any period of time, or at any particular rate of compensation.
V.
Binding Effect
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
VI.
Non-Transferability
The Option granted hereby may not be transferred, assigned, pledged or
hypothecated in any manner, by operation of law or otherwise, other than by
will, by the laws of descent and distribution or pursuant to a domestic
relations order, as defined in the Code, and shall not be subject to execution,
attachment or similar process.
VII.
Inconsistent Provisions
The Option granted hereby is subject to the provisions of the Plan as
in effect on the date hereof and as it may be amended. In the event any
provision of this Agreement conflicts with such a provision of the Plan, the
Plan provision shall control.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the Date of Grant.
HORIZON OFFSHORE, INC.
By:
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Xxxxx X. Xxxxx
Executive Vice President
OPTIONEE
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Xxxxx Xxxxxx
