EXHIBIT 10.23.1
TERMINATION AGREEMENT
This Termination Agreement (the "Agreement"), entered into and
effective as of May 31, 1999 (the "Effective Date"), is between
Xxxxxx X. Xxxxxxx ("Xxxxxxx") and Cliffs Drilling Company
("Cliffs").
Xxxxxxx and Cliffs agree that the termination of Xxxxxxx'x
employment will be governed by the following terms and conditions:
1. As of the Effective Date Xxxxxxx tenders his resignation
as Executive Vice President - Finance and Chief Financial Officer
of Cliffs and as a director, officer and/or employee of all direct
and indirect subsidiaries and affiliated companies of Cliffs, as
the case may be, which Cliffs accepts on its behalf and on behalf
of such subsidiaries and affiliated companies.
2. Upon execution of this Agreement Cliffs agrees to provide
to Xxxxxxx a xxxxxxxxx package consisting of the following:
a. A lump sum in cash, less deductions required by law,
equal to the sum of (1) $300,000 plus (2) any unreimbursed
expenses and any accrued vacation pay, to the extent not
theretofore paid.
b. Notwithstanding anything to the contrary in the Stock
Option Agreement dated as of December 1, 1998, between R&B
Falcon Corporation and Xxxxxxx, the options to purchase the
common stock of R&B Falcon Corporation awarded to Xxxxxxx
thereunder shall vest on the Effective Date, with the right to
exercise all such options at any time until December 1, 2008.
c. The period of time within which Xxxxxxx shall be entitled
to exercise the outstanding stock options granted to him under
the Non-Qualified Stock Option Agreements between Cliffs and
Xxxxxxx dated as of May 29, 1996, May 21, 1997 and May 13,
1998 shall be extended to May 21, 2006, May 20, 2007, and May
12, 2008, respectively, notwithstanding the provisions of such
stock option agreements.
x. Xxxxxxx shall be entitled all rights as to which he has
vested under (1) the Cliffs 401(k) Plan, (2) the Cliffs
Compensation Deferral Plan, and (3) the R&B Falcon Corporation
Pension Plan. For purposes of determining eligibility and
vesting in the R&B Falcon Corporation Pension Plan, credit
will be given for the years of service with Cliffs. For
purposes of determining accrual of benefits under the R&B
Pension Plan, credit will be given for service from December
1, 1998 through May 31, 1999.
x. Xxxxxxx shall be entitled to exercise all rights afforded
to him under "COBRA".
x. Xxxxxxx shall pay to the Company the sum of
$51,401.11, representing the value of the Company's interest
in the split dollar insurance policy on Xxxxxxx'x life, and
the Company shall relinquish and assign to Xxxxxxx all of the
Company's rights in such policy.
All cash payments due to Xxxxxxx under the terms of this Agreement
shall be paid by Cliffs within two business days following the date
this agreement has been executed by both parties.
3. Upon execution of this Agreement and subject to the
payment and other obligations of Cliffs set out in Section 2 above,
this Agreement constitutes full satisfaction of all obligations of
Cliffs under the Employment Agreement dated as of December 1, 1998
between Xxxxxxx and Cliffs. Except for the rights of Xxxxxxx
hereunder (including the rights under the Stock Option Agreements
described under Section 2 above, as modified thereby), Xxxxxxx
releases Cliffs, R&B Falcon Corporation, their direct and indirect
subsidiaries and affiliated companies, and the officers, directors
and employees of each of such entities, from all claims and
liabilities.
4. 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 the directors,
officers and employees of Cliffs, R&B Falcon Corporation, and their
direct and indirect subsidiaries, and to Xxxxxxx'x heirs,
executors, administrators, legal and personal representatives and
assigns.
5. 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.
6. This Agreement constitutes the complete and entire
agreement between the parties. This Agreement supersedes and
cancels all prior or contemporaneous representations, promises or
agreements between the parties. This Agreement cannot be amended
or modified except by written agreement signed by each of the
parties hereto.
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.
8. R&B Falcon Corporation joins in the execution hereof to
evidence its agreement to the provisions of paragraphs b and c of
Section 2.
9. This Agreement is signed in Houston, Texas to be
effective as of May 31, 1999.
_____________________________
Xxxxxx X. Xxxxxxx
CLIFFS DRILLING COMPANY
By:__________________________
R&B FALCON CORPORATION
By:__________________________
