EXHIBIT 10.1
Form of Letter Severance Agreement dated August 5, 1998,
Between Global Marine Inc. and Nine Executive Officers,
Respectively
August 5, 1998
[Name and Address]
Dear ___________:
In consideration of your continued services to Global Marine
Inc. (the "Company") and/or any direct or indirect subsidiary of
the Company ("Subsidiary") and the other agreements contained
herein, the Company hereby agrees that a severance payment will
be made to you if:
A. Your employment with the Company or any Subsidiary is
terminated by the Company or any Subsidiary and such
termination is other than for Cause, as hereinafter
defined; or
B. Such employment is terminated by you within six (6)
months following (i) any reduction in your base salary
without your consent or (ii) any substantial alteration
in the nature of your position without your consent, or
(iii) your office being moved from the Houston, Texas
area without your consent; or
C. Such employment is terminated by you within twelve (12)
months following a Change of Ownership, as hereinafter
defined, of the Company or of any Subsidiary by which
you are employed or which directly or indirectly owns
or controls any Subsidiary by which you are employed.
"Cause" will mean acts of misconduct harmful to the Company and
will not mean inadequate performance or incompetence. A "Change
of Ownership" will have occurred if direct or indirect beneficial
ownership of securities representing, or other direct or indirect
control of, 35% or more of the voting power of the Company or of
any Subsidiary by which you are employed or which directly or
indirectly owns or controls any Subsidiary by which you are
employed is held by one holder or by a group of holders working
in concert for the purpose of such ownership or control where
such holder or holders are not the Company or any Subsidiary.
The severance payment will be made to you at such time on or
after the date of this letter as your employment with the Company
or any Subsidiary is terminated in the circumstances specified.
The severance payment will consist of salary continuation and the
continuation of your medical, dental and life insurance benefits
for an additional twenty-four (24) months based on your highest
base salary and benefits at any time within the nine (9) months
immediately preceding such termination. It is expressly
understood and agreed that any and all periods during which you
receive salary continuation payments under this agreement, until
the earlier to occur of your retirement under one or more of the
Company's retirement plans or your death, will be "Service" for
all purposes under the Company's retirement plans. In the event
you begin or your spouse begins to receive a benefit under one or
more of the Company's retirement plans before you become or would
have become eligible for normal retirement under any such plan at
age 65, the salary continuation payments that you or your spouse
would otherwise be entitled to receive thereafter under this
agreement will be reduced by the amount of any payments received
by you or your spouse under such plan or plans. The salary and
benefit continuation described herein will be provided in the
event of termination due to disability, in which event the salary
continuation payments that you would otherwise be entitled to
receive under this agreement will be reduced by the amount of any
disability payments received by you that have been funded or
insured wholly or in part at the expense of the Company or any
Subsidiary. In the event you die while entitled to the salary
continuation provided in this agreement, the salary continuation
payments provided for in this agreement will be made to your
designated beneficiary or your estate for the remainder of the
twenty-four (24) months. In no event, however, will the salary
or benefit continuation described herein be provided to you, your
spouse, your designated beneficiary or your estate beyond the
date you become or would have become eligible for normal
retirement under one or more of the Company's retirement plans at
age 65.
Subject to the foregoing salary and benefit continuation,
this agreement does not affect the right of the Company or any
Subsidiary to terminate your employment at any time for any
reason. Furthermore, this agreement does not prejudice or
otherwise affect your participation in the other benefits and
perquisites generally applicable to the Company's employees or
appropriate to your position, provided, however, that the above-
mentioned salary and benefit continuation is separate and apart
from and, to the extent such salary and benefit continuation is
actually paid, will be in lieu of any payment under any policy of
the Company regarding severance payments generally.
Because it is important that the Company and its
Subsidiaries protect secret, proprietary and confidential
information pertaining to their businesses, and because it is
reasonable to expect that you have obtained or will obtain such
information in the course of your employment, you agree that you
will not:
(a) divulge or appropriate to your own use or to the use of
others any secret, proprietary or confidential information
pertaining to the business of the Company or any Subsidiary
that was obtained in any way during your employment by the
Company or any Subsidiary, it being understood and agreed
that you will promptly deliver to the Company or any
Subsidiary upon the earlier of the request of the Company or
such Subsidiary or the date of your termination of such
employment all documents, copies thereof, and other material
in your possession relating to any of the kinds of
information identified above; or
(b) during the period of two years commencing with any
termination of your employment with the Company or any
Subsidiary solicit on your own behalf, or on behalf of any
other person, firm or company, the employment of any person
employed by the Company or any Subsidiary; or
(c) during the period of two years commencing with any
termination of your employment with the Company or any
Subsidiary compete with the Company or any Subsidiary in
obtaining or performing offshore drilling contracts or
services, offshore turnkey drilling, integrated drilling or
drilling management contracts or services, or other similar
offshore contracts or services, either as an employee,
officer, director, consultant, independent contractor or
agent of a direct competitor of the Company or any
Subsidiary or on your own behalf, it being understood and
agreed, however, that this agreement shall not preclude you
from working for any person, firm or company that drills oil
and gas xxxxx for its own account or provides onshore oil
and gas drilling services and does not compete with the
company or any Subsidiary in obtaining or performing
offshore drilling contracts or services, offshore turnkey
drilling, integrated drilling or drilling management
contracts or services, or other similar offshore services;
and you further agree that if you violate any provision of this
paragraph (i) the Company may bring such action or actions in
such court or courts as it shall deem necessary or advisable in
order to enforce your compliance with the provisions of this
paragraph and for damages in respect of such violation, (ii) you
will be ineligible to receive any further salary, benefit or
other compensation hereunder from and after the commencement of
such violation, and (iii) you will immediately repay to the
Company any and all amounts paid, before or after the
commencement of such violation, as salary continuation.
This agreement integrates all the terms and conditions
mentioned herein or incidental hereto and supersedes all oral
negotiations or statements and prior writings with respect to the
subject matter hereof.
This agreement shall be governed by the laws of the state of
Texas, without regard to the laws that might otherwise be
applicable under principles of conflicts of laws.
If you accept the agreement contained in this letter, please
date and sign the copy of this letter enclosed for that purpose
and return it to the Company, attention of the Corporate
Secretary.
GLOBAL MARINE INC.
By: _________________________
[Title]
Accepted and Agreed to this
___ day of ____________, 1998.
________________________
Signature
