EXHIBIT 10.22
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
as of this 1st day of January, 1998 by and between Horizon Offshore, Inc., a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxx, Xx. (the
"Consultant").
WITNESSETH:
WHEREAS, the Company wishes to assure itself of the services of the
Consultant and the Consultant desires to provide his service as an advisor to
the Company on the terms and conditions provided for in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein, the parties agree as follows:
Section 1. Position; Duties. On the terms set forth herein, the
Consultant shall serve as a consultant and advisor to the Chairman of the Board
of the Company and the Company's executive management team in connection with
the Company's strategic planning, business development and such other matters as
may be referred to him by the Chairman of the Board. The Consultant agrees to
devote such of his time, skill, labor and attention to the performance of such
services as may be necessary to perform his duties under this Agreement.
Section 2. Term. Except as provided in Section 5, the engagement
of the Consultant by the Company shall begin on the date of this Agreement and
shall terminate upon the earliest of (i) the Consultant's death, (ii) the second
anniversary of the date of this Agreement or (iii) the parties' mutual consent.
Section 3. Compensation. In consideration of the services to be
rendered by the Consultant, the Company shall grant the Consultant an option to
purchase 50,000 shares of the Company's common stock, $1.00 par value per share,
pursuant to a Stock Option Agreement between the Consultant and the Company in
the form attached hereto as Exhibit "A."
Section 4. Nature of the Relationship. The Company and the
Consultant understand and agree that the Consultant is an independent contractor
and is not an employee of the Company. Accordingly, the Consultant acknowledges
and agrees that he will not be treated as an employee for purposes of any
federal or state law.
Section 5. Nondisclosure of Confidential Information. The
Consultant shall not intentionally, during the term of this Agreement or at any
time thereafter, unless specifically authorized by a resolution of the Board of
Directors of the Company, 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 subsidiaries, including any material, non-public
information regarding the Company or its subsidiaries, unless such information
becomes generally available to the public (and only after it becomes so
available), the Consultant believes in good faith that disclosure is legally
required by law, such as in connection with tax or other governmental filings,
or such as in connection with resolution of disputes, if any, between the
Consultant and the Company. The Consultant agrees that all confidential and
other information, data and other property prepared, compiled or developed by
the Consultant on behalf of the Company while retained by the Company hereunder
shall be the property of the Company. All files and records belonging to the
Company in the Consultant's possession shall be the property of the Company and
shall be returned to the Company upon termination of the Consultant's engagement
hereunder.
Section 6. Integrated Agreement; Amendments. This Agreement
constitutes the entire understanding and agreement between the parties hereto
with respect to the subject matter hereof 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.
Section 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 applicable to contracts made and to be performed wholly
within such State.
Section 8. Successors. This Agreement shall be binding and inure to
the benefit of the Company and the Consultant and to each of their respective
successors, executors, heirs and permitted assigns. Neither the Company nor the
Consultant may assign their respective rights or obligations hereunder,
including in the case of the Company, any transfer or assignment of its
obligations and rights pursuant to a merger, consolidation, share exchange or
other similar transaction that will cause the Company to experience a change of
control, without the prior written consent of the other party hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
HORIZON OFFSHORE, INC.
By: /s/XXXXXXXX X. XXXXXXX
------------------------
Xxxxxxxx X. Xxxxxxx
2
Chairman of the Board
/s/XXXXXX X. XXXXX
------------------------
Xxxxxx X. Xxxxx. Jr.
3
