EXHIBIT 10.25
SUPPLEMENTAL AGREEMENT
THIS SUPPLEMENTAL AGREEMENT is entered into this 20th day of January, 2003
by and between Global Marine Inc., a Delaware corporation, GlobalSantaFe
Corporation, a Cayman Islands corporation, (the "Company"), and W. Xxxx Xxxxx
(the "Executive").
WHEREAS, the Executive entered into an agreement with Global Marine Inc.
dated as of August 16, 2001 (the "Agreement") and the Company has assumed the
obligations and liabilities of Global Marine Inc. under the Agreement, and is
jointly and severally liable for any and all obligations and liabilities of
Global Marine Inc. which have or may hereafter accrue thereunder;
WHEREAS, Global Marine Inc., the Company and the Executive desire to enter
into a new supplemental agreement (the "Supplemental Agreement"), which
Supplemental Agreement shall incorporate the Agreement and will replace and
supersede only such terms, provisions, conditions or limitations of the
Agreement, if any, that conflict with the terms, provisions, conditions or
limitations of the Supplemental Agreement; and
WHEREAS, the Company and Global Marine Inc. shall be jointly and severally
liable for any and all obligations and liabilities which have or may hereafter
accrue under this Supplemental Agreement;
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants and subject to the terms and conditions contained in this Supplemental
Agreement, Global Marine Inc., the Company and the Executive hereby agree as
follows:
1. Incorporation by Reference. The Agreement is incorporated in this
Supplemental Agreement for all purposes of this Supplemental Agreement and,
unless otherwise provided in this Supplemental Agreement, the terms, provisions,
conditions and limitations of this Supplemental Agreement shall override,
replace and supersede any conflicting or inconsistent terms, provisions,
conditions and limitations of the Agreement; provided, however, that all terms,
provisions, conditions and limitations of the Agreement that are not overridden,
replaced and superseded shall be fully operative and shall apply to this
Supplemental Agreement including, without limitation, the severance benefits in
paragraph 5 of the Agreement and the tax gross up payment in paragraph 9 of the
Agreement.
2. Definitions. For purposes of this Supplemental Agreement, capitalized
terms not otherwise defined in this Supplemental Agreement shall have the
meaning assigned to them by the Agreement as of the Commencement Date of this
Supplemental Agreement; provided, however, that, (i) the Commencement Date of
the Agreement shall remain unchanged by the Commencement Date of this
Supplemental Agreement (thereby preserving the Executive's rights under the
Agreement) and (ii) effective as of the Commencement Date of this Supplemental
Agreement, the term "Cause" shall be defined for all purposes of the Agreement
and this
Supplemental Agreement as follows in subparagraph (a) below, and part (d) of the
term "Normal Retirement Benefit" as defined in the SERP (as defined in Paragraph
7 of this Supplemental Agreement) shall be revised for all purposes of the
Agreement and Paragraph 7 of this Supplemental Agreement and for all purposes of
the SERP as it pertains to the Executive, as follows in subparagraph (b) below:
(a) Cause. "Cause" means an act or acts of willful misconduct that
remains or remain uncorrected for 30 days following written notice by the
Company setting forth the particulars thereof in sufficient detail to
apprise the Executive of the objectionable conduct and demanding
correction and that is or are reasonably determined in good faith by a
unanimous affirmative vote of all members of the Compensation Committee of
the Board to be demonstrably and materially harmful to the Company or any
of its affiliates; provided, however, Cause shall not mean inadequate
performance or incompetence and, as a result, any termination of the
Executive's employment with the Company or any affiliate controlled by the
Company on account of inadequate performance or incompetence shall not
constitute termination with Cause. For purposes of the immediately
preceding sentence, no act, nor failure to act, shall be considered
"willful" unless the Compensation Committee of the Board determines by an
affirmative, unanimous vote of all its members that the Executive acted,
or failed to act, without a reasonable belief that his action or failure
to act was in the best interest of the Company or any of its affiliates.
(b) SERP Amendment. Part (d) of the term "Normal Retirement Benefit"
(as defined in the SERP) is hereby amended as it pertains to the
Executive, effective as provided above, to provide as follows:
(d) The monthly benefit payable under any qualified or nonqualified
defined benefit plan of the Employers (other than the SERP), assuming the
Participant received such benefit in the form of a single life annuity,
reduced for early retirement using the applicable early retirement
reduction factors in effect under any such qualified or nonqualified
defined benefit plan on the date of the computation of such benefit,
commencing on the date benefits are paid under this Plan or Paragraph 7 of
the Supplemental Agreement between the Company and the Participant,
whichever occurs first.
3. Waiver. In consideration for the benefits conferred under this
Supplemental Agreement, the Executive consents to and otherwise waives any event
occurring on or before January 20, 2003 that would constitute Good Reason under
the Agreement.
4. Term. The term ("Term") of this Supplemental Agreement will commence on
the date first above written (the "Commencement Date") and will end when the
Executive is no longer an employee of the Company and its affiliates and has
received all severance payments and benefits to which he is entitled under the
Agreement and this Supplemental Agreement.
2
5. Annual Salary. Effective as of November 1, 2002, the Company will pay
to the Executive an annual salary ("Annual Salary") at a rate of $400,000 per
year. Commencing after January 1, 2003 the Executive's Annual Salary shall be
increased annually by a percentage and at a time generally consistent with the
percentage increases granted to the seven most highly compensated executives,
other than the Executive ("Similarly Situated Executives"), excluding salary
increases granted to any Similarly Situated Executives based on promotions,
parity adjustments or other circumstances pertaining to specific individuals
within that group. Although the Company's compliance or failure to comply with
its commitments under this Paragraph 5 of this Supplemental Agreement will be
considered in any determination of whether the Executive has Good Reason, for
the purposes of such a determination in connection with matters relating to pay
increases covered in this Paragraph 5 only, the Executive's good faith
determination of the Company's non-compliance shall not be conclusive.
6. Bonus and Other Incentive Compensation. For each partial or complete
calendar year during which the Executive agrees to be employed, in accordance
with the terms and provisions of this Supplemental Agreement, the Executive
shall be eligible to participate in the Management Annual Incentive Plan or its
equivalent and, thereunder, shall be entitled to a target bonus rate consistent
with those of similarly situated executives; provided, however, that the target
rate shall not be less than 65% of his Annual Salary. In addition, the Executive
shall also participate in all other forms of incentive compensation granted to
and on terms similar to those granted to the Similarly Situated Executives, and
in amounts or at levels generally consistent with the allocations of awards
among the Similarly Situated Executives for 2002. In determining whether the
Executive's awards in future years are generally consistent with the allocation
for 2002, awards granted to Similarly Situated Executives shall be disregarded
to the extent they are influenced by promotions, parity adjustments or other
circumstances pertaining to specific individuals within that group. Although the
Company's compliance or failure to comply with its commitments under this
Paragraph 6 of this Supplemental Agreement will be considered in any
determination of whether the Executive has Good Reason, for the purposes of such
a determination in connection with matters covered in this Paragraph 6 only, the
Executive's good faith determination of the Company's non-compliance shall not
be conclusive.
7. Obligations of the Company Upon Termination of Executive's Employment
or Certain Amendments or Termination of the SERP. For purposes of this Paragraph
7, capitalized terms not otherwise defined in this Supplemental Agreement have
the meaning assigned to them by the Company's Supplemental Executive Retirement
Plan, effective July 1, 2002, and as in effect on the Commencement Date of this
Supplemental Agreement ("SERP"). If (a) the Executive's employment with the
Company (i) terminates due to death, Disability, Good Reason or the Executive's
employment is involuntarily terminated without Cause or (ii) is terminated by
the Company or by the Executive for any reason (including, but not limited to,
death, Disability, Cause or voluntary termination without Good Reason) after the
Executive attains age 58 while in the employ of the Company, or (b) there is any
termination or amendment of the SERP, or cessation of benefits thereunder, (i)
that would in any way adversely affect the benefits that the Executive has
accrued or could have accrued under the SERP if the Executive had remained in
the employ of the Company at the same rate of remuneration as in effect on the
date of such termination or amendment, or cessation of benefits, until the
Executive's Normal Retirement Date under the SERP and (ii) that the Executive
fails to consent to in writing, the Executive shall be entitled to immediate
vesting of benefits under the SERP as if the Executive had attained age
3
62 and at least 15 years of service thereby entitling the Executive to the
Lump-Sum Equivalent (payable within 30 days after the Executive's Date of
Termination or the date of adoption and/or approval of such termination or
amendment of the SERP, or cessation of benefits under the SERP, as applicable)
of the full, unreduced Normal Retirement Benefit as if the Executive had retired
on or after the Executive's Normal Retirement Date determined under the SERP.
For the purposes of this Paragraph 7, any Bonus taken into account for the
purpose of computing the Normal Retirement Benefit shall be the greater of the
actual Bonus received or $250,000, and the Executive's Basic Earnings under the
SERP shall in no case be assumed to be less than an annual rate of $400,000. See
Appendix A, which is incorporated herein and made part of this Supplemental
Agreement for all purposes, for examples of how the SERP benefits described in
the preceding provisions of this Paragraph 7 shall be calculated. In addition,
if the Executive is entitled to SERP benefits under this Paragraph 7, to the
extent permitted by applicable governmental laws and regulations, the Executive
or the Executive's Beneficiary, as applicable, shall be deemed to have immediate
eligibility for any and all non-pension post-retirement benefits under any and
all plans and policies of the Company or any affiliate of the Company, as
amended and in effect at the Date of Termination, regardless of whether or not
the Executive actually retires under any pension or retirement plan. Any payment
of the full amount due under this Paragraph 7 will satisfy in full the Company's
obligations to the Executive under the SERP and the Company shall thereafter
have no further obligation to the Executive under the SERP.
8. The Company represents and warrants that it has assumed the obligations
and liabilities of Global Marine Inc. under the Agreement and hereby expressly
agrees to be jointly and severally liable with Global Marine Inc. for, any and
all obligations and liabilities that have arisen or may hereafter arise under
the Agreement and this Supplemental Agreement. Global Marine Inc. hereby
expressly agrees to be jointly and severally liable with the Company for any and
all obligations and liabilities that have arisen or may hereafter arise under
the Agreement and this Supplemental Agreement.
IN WITNESS WHEREOF, the parties have executed this Supplemental Agreement
as of the date first above written.
THE COMPANY: THE EXECUTIVE:
GLOBALSANTAFE CORPORATION
By: /s/ C. Xxxxxxx Xxxxxx, Xx. /s/ W. Xxxx Xxxxx
------------------------------- ------------------------------------
C. Xxxxxxx Xxxxxx, Xx. W. Xxxx Xxxxx
President and Chief Executive
Officer
GLOBAL MARINE INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------
Printed Name: Xxxxxxx Xxxxxxxx
--------------------
Title: President
---------------------------
4
APPENDIX A
SUPPLEMENTAL AGREEMENT
A-1
GLOBALSANTAFE
ESTIMATED BENEFIT ENHANCEMENT ILLUSTRATION
PARTICIPANT DATA
Age 53
Service 5.086
2003 Compensation $ 400,000
Target Bonus 65%
ASSUMPTIONS
Salary increase 5.00%
CPI increase 3.00%
Pre-retirement interest rate 7.00%
Post retirement interest rate
CALCULATION
Average compensation
--------------------
Year Age
---- ---
2002 53 453,097 200,000
2003 54 660,000 205,000
2004 55 693,000 210,000
2005 56 727,650 215,000
2006 57 764,033 225,000
2007 58 802,234 230,000
2008 59 -- 235,000
2009 60 -- 245,000
2010 61 -- 250,000
2011 62 -- 260,000
Before
Amendment After Amendment Increase
--------- --------------- --------
Qualified Plan
Assumed retirement age 58 N/A N/A
Benefit service 10.0860 N/A N/A
Average compensation 211,000 N/A N/A
Covered compensation 71,649 N/A N/A
Accrued benefit payable at age 65 39,130 N/A N/A
Early retirement factor 0.80 N/A N/A
Age difference adjustment 0.00 N/A N/A
IMMEDIATE BENEFIT 31,304 N/A N/A
Lump sum factor N/A N/A N/A
LUMP SUM N/A N/A N/A
Pension Equity Plan
Assumed retirement age 58 N/A N/A
Benefit service 10.0860 N/A N/A
Average compensation 700,286 N/A N/A
Covered compensation 71,649 N/A N/A
Gross accrued benefit payable at age 65 137,829 N/A N/A
Qualified plan offset 39,130 N/A N/A
Accrued benefit payable at age 65 98,699 N/A N/A
Early retirement factor 0.80 N/A N/A
Age difference adjustment 0.00 N/A N/A
IMMEDIATE BENEFIT 78,959 N/A N/A
Lump sum factor(1) 12.5262 N/A N/A
LUMP SUM 989,059 N/A N/A
SERP
Assumed retirement age 58 62 N/A
Benefit service 10.0860 15 N/A
Average compensation 749,466 749,466 N/A
Gross accrued benefit payable at age 65 302,365 449,680 N/A
Qualified plan and SERP offsets 137,829 110,263 N/A
Accrued benefit payable at age 65 164,536 339,417 N/A
Early retirement factor 0.80 1.00 N/A
Age difference adjustment 0.01 0.01 N/A
IMMEDIATE BENEFIT 130,313 336,023 205,710
Lump sum factor(2) 16.9486 16.9486 16.9486
LUMP SUM 2,208,615 5,695,113 3,486,499
Total increase 3,486,499
Present value of increase 2,556,907
1. PEP lump sums are calculated using the blended 1994 Group Annuity
Reserving Table and the 30-year Treasury rate for the month of November
prior to the beginning of the plan year. We have assumed that the
applicable 30-year Treasury rate is 6.00% for this calculation. The actual
Treasury rate will be based on the rate in effect at retirement. The lump
sum factor is applied to an annual single life annuity benefit.
2. SERP lump sums are calculated using the blended 1994 Group Annuity
Reserving Table and the lesser of a 5.00% interest rate or the average
monthly Pension Benefit Guaranty Corporation immediate and deferred
interest rate for the preceding calendar quarter. We have assumed that the
applicable interest rate is 5.00% for this calculation. The actual
interest rate will be determined at retirement and will not exceed 5.00%.
The lump sum factor is applied to an annual 100% joint and survivor
annuity benefit and assumes that the participant's spouse is 10 years and
10 months younger than the participant.
A-2
GLOBALSANTAFE
ESTIMATED BENEFIT ENHANCEMENT ILLUSTRATION
PARTICIPANT DATA
Age 53
Service 5.086
2003 Compensation $ 400,000
Target Bonus 65%
ASSUMPTIONS
Salary increase 5.00%
CPI increase 3.00%
Pre-retirement interest rate 7.00%
Post retirement interest rate
CALCULATION
Average compensation
--------------------
Year Age
---- ---
1998 49 195,082 200,000
1999 50 223,307 200,000
2000 51 317,875 200,000
2001 52 455,991 200,000
2002 53 453,097 200,000
2003 54 660,000 205,000
2004 55 693,000 210,000
Before
Amendment After Amendment Increase
--------- --------------- --------
Qualified Plan
Assumed retirement age 55 N/A N/A
Benefit service 7.0860 N/A N/A
Average compensation 201,000 N/A N/A
Covered compensation 68,400 N/A N/A
Accrued benefit payable at age 65 26,183 N/A N/A
Early retirement factor 0.65 N/A N/A
Age difference adjustment 0.00 N/A N/A
IMMEDIATE BENEFIT 17,019 N/A N/A
Lump sum factor N/A N/A N/A
LUMP SUM N/A N/A N/A
Pension Equity Plan
Assumed retirement age 55 N/A N/A
Benefit service 7.0860 N/A N/A
Average compensation 476,848 N/A N/A
Covered compensation 68,400 N/A N/A
Gross accrued benefit payable at age 65 65,277 N/A N/A
Qualified plan offset 26,183 N/A N/A
Accrued benefit payable at age 65 39,094 N/A N/A
Early retirement factor 0.65 N/A N/A
Age difference adjustment 0.00 N/A N/A
IMMEDIATE BENEFIT 25,411 N/A N/A
Lump sum factor 13.1493 N/A N/A
LUMP SUM 334,138 N/A N/A
SERP
Assumed retirement age 55 62 N/A
Benefit service 7.0860 15 N/A
Average compensation 569,112 661,694 N/A
Gross accrued benefit payable at age 65 161,309 397,016 N/A
Qualified plan and SERP offsets 65,277 42,430 N/A
Accrued benefit payable at age 65 96,032 354,586 N/A
Early retirement factor 0.65 1.00 N/A
Age difference adjustment 0.01 0.01 N/A
IMMEDIATE BENEFIT 61,797 351,040 289,243
Lump sum factor 17.4208 17.4208 17.4208
LUMP SUM 1,076,546 6,115,399 5,038,853
Total increase 5,038,853
Present value of increase 4,526,978
1. PEP lump sums are calculated using the blended 1994 Group Annuity
Reserving Table and the 30-year Treasury rate for the month of November
prior to the beginning of the plan year. We have assumed that the
applicable 30-year Treasury rate is 6.00% for this calculation. The actual
Treasury rate will be based on the rate in effect at retirement. The lump
sum factor is applied to an annual single life annuity benefit.
2. SERP lump sums are calculated using the blended 1994 Group Annuity
Reserving Table and the lesser of a 5.00% interest rate or the average
monthly Pension Benefit Guaranty Corporation immediate and deferred
interest rate for the preceding calendar quarter. We have assumed that the
applicable interest rate is 5.00% for this calculation. The actual
interest rate will be determined at retirement and will not exceed 5.00%.
The lump sum factor is applied to an annual 100% joint and survivor
annuity benefit and assumes that the participant's spouse is 10 years and
10 months younger than the participant.
A-3
GLOBALSANTAFE
ESTIMATED EXECUTIVE BENEFIT CALCULATION
DEVELOPMENT OF ESTIMATED AVERAGE ANNUAL COMPENSATION
MINIMUM
SUPPLEMENTAL
TOTAL COMPENSATION AGREEMENT
YEAR AGE BASE PAY BONUS COMPENSATION LIMIT COMPENSATION
---- --- -------- ----- ------------ ----- ------------
1998 49 195,082 * 195,082 200,000 650,000
1999 50 223,307 * 223,307 200,000 650,000
2000 51 317,875 * 317,875 200,000 650,000
2001 52 455,990 * 455,990 200,000 650,000
2002 53 453,097 * 453,097 200,000 650,000
2003 54 400,000 260,000 660,000 205,000 660,000
2004 55 420,000 273,000 693,000 210,000 693,000
2005 56 441,000 286,650 727,650 215,000 727,650
2006 57 463,050 300,983 764,033 225,000 764,033
2007 58 486,203 316,032 802,234 230,000 802,234
2008 59 510,513 331,833 842,346 235,000 842,346
2009 60 536,038 348,425 884,463 245,000 884,463
2010 61 562,840 365,846 928,686 250,000 928,686
2011 62 590,982 384,138 975,121 260,000 975,121
QUALIFIED PLAN
AGE 55 AGE 58
-------------------------------------------- --------------------------------------------
Year Earnings Months Year Earnings Months
---- -------- ------ ---- -------- ------
2004 119,577 7 2007 131,243 7
2003 202,084 12 2006 219,167 12
2002 200,000 12 2005 212,084 12
2001 200,000 12 2004 207,084 12
2000 200,000 12 2003 202,084 12
1999 83,340 5 2002 83,340 5
--------- -- --------- --
TOTAL 1,005,000 60 1,055,000 60
AVERAGE ANNUAL EARNINGS 201,000 211,000
PEP
AGE 55 AGE 58
-------------------------------------------- --------------------------------------------
Year Earnings Months Year Earnings Months
---- -------- ------ ---- -------- ------
2004 404,227 7 2007 467,943 7
2003 660,000 12 2006 764,033 12
2002 453,097 12 2005 727,650 12
2001 455,990 12 2004 693,000 12
2000 317,875 12 2003 660,000 12
1999 93,052 5 2002 188,806 5
--------- -- --------- --
TOTAL 2,384,241 60 3,501,431 60
AVERAGE ANNUAL EARNINGS 476,848 700,286
SERP
AGE 55 AGE 58
-------------------------------------------- --------------------------------------------
Year Earnings Months Year Earnings Months
---- -------- ------ ---- -------- ------
2004 404,227 7 2007 467,943 7
2003 660,000 12 2006 764,033 12
2002 453,097 12 2005 727,650 12
2001 190,011 5 2004 288,773 5
-------- -- --------- --
TOTAL 1,707,335 36 2,248,399 36
AVERAGE ANNUAL EARNINGS 569,112 749,466
SUPPLEMENTAL AGREEMENT
AGE 55 AGE 58
-------------------------------------------- --------------------------------------------
Year Earnings Months Year Earnings Months
---- -------- ------ ---- -------- ------
2004 404,227 7 2007 467,943 7
2003 660,000 12 2006 764,033 12
2002 650,000 12 2005 727,650 12
2001 270,855 5 2004 288,773 5
--------- -- --------- --
TOTAL 1,985,082 36 2,248,399 36
AVERAGE ANNUAL EARNINGS 661,694 749,466
* Includes base pay and bonus since the breakout between the two sources of
pay was not available.
Bonuses are assumed to accrue ratably over the year.
Compensation is assumed to increase 5% per year and CPI is assumed to increase
at 3% per year.
A-4
