EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") made and entered into
effective as of March 14, 2003 (the "Effective Date"), by and between
GlobalSantaFe Corporation (the "Company") and C. Xxxxxxx Xxxxxx, Xx. (the
"Executive");
W I T N E S S E T H:
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WHEREAS, the Executive is an officer of the Company and its affiliates;
and
WHEREAS, the parties mutually desire to arrange for the Executive's
resignation from every officer position he holds with the Company and its
affiliates and his continued employment in a non-officer capacity; and
WHEREAS, in consideration of the mutual promises contained herein, the
parties hereto are willing to enter into this Agreement upon the terms and
conditions herein set forth.
NOW, THEREFORE, in consideration of the premises, the terms and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Resignation as Officer. Effective as of May 6, 2003 (the "Meeting
Date"), the Executive agrees to resign from his position as President and Chief
Executive Officer of the Company, his position as a member of the Board of
Directors of the Company and any other office or directorship of the Company and
any of its affiliates.
2. Continued Employment of Executive. In consideration of the mutual
covenants and agreements herein contained, including Executive's agreement to
sign a release of claims as provided in Section 19, the Company and Executive
wish to establish an Employment Agreement retaining Executive's services as an
employee of the Company as described herein, establishing certain incentive,
tenure and performance criteria related to such employment and otherwise fixing
Executive's benefits, base salary and incentive compensation.
3. Employment Period and Extent of Services. The term hereof (the
"Employment Period") shall commence on the Meeting Date and shall continue until
August 10, 2005 (the "Retirement Date"). During the Employment Period, Executive
agrees to be available as necessary and to devote his time to the business of
the Company, as requested, and to perform to the best of his ability and with
reasonable diligence the duties and responsibilities assigned to him by the
Chief Executive Officer of the Company. Such duties and responsibilities shall
include assisting the Company and its affiliates with the transition of his
responsibilities as President and Chief Executive Officer of the Company,
facilitating on-going relationships with customers of the Company and its
affiliates,
developing business for the Company and its affiliates, enhancing community
relations of the Company and its affiliates, providing consulting services and
assistance on special projects. During the Employment Period it shall not be a
violation of this Agreement for the Executive to (A) conduct other business
activities, (B) serve on corporate, civic or charitable boards or committees,
(C) deliver lectures, fulfill speaking engagements or teach at educational
institutions and (D) manage personal investments, so long as such activities do
not unreasonably interfere with his availability to perform and his performance
of such services as described above and are consistent with the restrictive
covenants described in Section 6 below. At the expiration of the Employment
Period, Executive agrees to voluntarily retire from his employment with the
Company and all affiliates.
4. Compensation and Benefits. During the Employment Period, the Company
agrees to pay or provide, and the Executive agrees to accept, the benefits set
forth in this Section 4 in consideration for the Executive's service, and in
full satisfaction of the existing obligations to the Executive as described
below.
A. Base Salary. The Executive shall continue to receive his
current base annual salary of $725,000 ("Base Salary"), which shall be
payable in accordance with the normal payroll practices of the Company
and prorated for partial years of employment.
B. Bonus. The Executive shall not be eligible to participate in
any annual bonus awards after the Meeting Date, other than a prorated
annual bonus for 2003 based on overall Company performance during the
year and payable at the same time as 2003 bonuses are paid to other
employees.
C. Nonqualified Retirement Plan Benefits.
i. The Executive shall continue to participate in the
GlobalSantaFe Supplemental Executive Retirement Plan (the "SERP").
The parties agree that if Executive remains employed until the
Retirement Date and executes a release (or dies prior to the
Retirement Date), the lump sum benefit payable to the Executive
under the SERP (or to the Xxxxxx Trust of 1984 (his "Beneficiary")
in lieu of any survivor benefit under the SERP in the event of his
death) shall be $9,360,164 (the "Agreed SERP Amount"). Except as
provided in Section 5, if Executive's employment terminates prior
to the Retirement Date, he will only be entitled to receive the
benefit payable under the terms of the SERP and not the Agreed
SERP Amount, but in no event will Executive's benefits under the
SERP exceed the Agreed SERP Amount. The Executive acknowledges
that he has been provided satisfactory documentation regarding the
calculation of this benefit.
ii. In the event that, solely as a result of a change in the law
following the Meeting Date (a "Law Change"), the Executive's
benefit under the SERP becomes taxable to him (or his Beneficiary)
for federal income tax purposes prior to the scheduled
distribution of the SERP benefit, then the Company will pay to the
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Executive (or his Beneficiary) a cash amount (the "SERP Tax
Payment") equal to the difference between the federal income tax
imposed on the SERP benefit following the Law Change and the
then-present value of the federal income tax that would have been
imposed on the SERP benefit prior to the Law Change, calculated
using an annual discount rate of 2.5% and without regard to any
change in tax rates or other change in the amount of taxable
income recognized by the Executive (or his Beneficiary). In
addition, in the event a federal excise tax (a "SERP Excise Tax")
is imposed on the SERP benefit in addition to ordinary income and
employment taxes, the Company will pay to the Executive (or his
Beneficiary) an amount (the "SERP Gross-Up Payment") such that
after payment of income, employment and excise taxes on the SERP
Gross-Up Payment, the Executive will retain an amount of the SERP
Gross-Up Payment sufficient to pay the SERP Excise Tax.
Notwithstanding the foregoing, in the event the provisions of
Section 4.I apply, no additional SERP Gross-Up Payment will be
made under this Section with respect to that Excise Tax. If
taxation of the Executive's SERP benefit is accelerated, the
parties agree that he will be entitled to an early distribution of
the SERP benefit in an amount sufficient to pay such accelerated
tax. In no event will a SERP Tax Payment or SERP Gross-Up Payment
be made to compensate the Executive (or his Beneficiary) for the
effect of a Law Change or other change in circumstances that
changes the tax rate or otherwise affects the amount of taxable
income included in the Executive's (or his Beneficiary's) income
for federal income tax purposes, other than the imposition of a
federal excise tax which is in addition to ordinary income and
employment taxes.
iii. In addition, the parties agree that the Executive's benefit
under the GlobalSantaFe Corporation Pension Equalization Plan (the
"PEP") upon the expiration of the Employment Period (or any
earlier date on which the Agreed SERP Amount is payable) will be
$3,590,889 (the "Agreed PEP Amount"), payable in a lump sum
payment to the Executive (or in the event of his death, his
Beneficiary).
iv. In the event of a Law Change or imposition of a federal excise
tax relating to the PEP benefit, the Executive shall be entitled
to a "PEP Tax Payment" or a "PEP Gross-Up Payment" if and to the
extent these would be payable if the term "PEP" were substituted
for "SERP" in Section 4.C.ii above.
D. Other Benefits. During the Employment Period, the Executive
shall be entitled to continue to participate in the medical, dental, life
insurance and disability benefit plans and programs generally available
to employees of the
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Company, and in the GlobalSantaFe Pension Plan, the GlobalSantaFe 401(k)
Savings Plan, the GlobalSantaFe Share Purchase Plan and the GlobalSantaFe
Key Employee Deferred Compensation Plan, in each case as such plans and
programs may be amended from time to time. The Executive shall be
entitled to reimbursement of expenses incurred in the course of the
performance of services described in Section 2 in accordance with the
Company's standard policies on expense reimbursements for employees.
E. Relocation Benefits. The Executive shall be entitled to
relocation benefits under the same terms and conditions as applied in
respect of his most recent move from Dallas to Houston, Texas, in the
event of his relocation on or before December 31, 2006 from Houston to
another location within the continental United States.
F. Perquisites. The Executive shall be entitled to reimbursement
for financial planning services in an amount not to exceed $30,000 during
the Employment Period. Executive shall also be eligible for an annual
physical examination at the Xxxxxx Clinic in Dallas, Texas or a similar
facility in Houston, Texas until the Retirement Date. Executive may elect
to retain his membership in either the Dallas Petroleum Club or the
Westlake Club, and during the Employment Period the Company will pay his
regular membership dues to one of these clubs as designated by the
Executive. Following the Retirement Date, the Executive will be
responsible for all club dues.
G. Office and Secretarial Support. The Company shall provide the
Executive with an office and secretarial support at the Company's
corporate headquarters through December 31, 2003, and thereafter until
the Retirement Date shall provide such office space and secretarial
assistance as the Company determines necessary in its discretion.
H. Stock Options and Restricted Stock Awards. The Executive's
rights with respect to stock options and restricted stock awards made
prior to the Meeting Date shall be governed by the existing terms of the
underlying award agreements, provided that the parties agree that
Executive's options granted by Santa Fe International Corporation in 1997
(and converted to options to purchase the Company's ordinary shares in
the Global Marine-Santa Fe merger) will remain exercisable until the
third anniversary of the Meeting Date. Executive shall receive no new
stock option, restricted stock or other long-term incentive awards after
the Effective Date.
I. Excise Tax Gross-Up Payment. To the extent any of the payments
or benefits provided to the Executive (or his Beneficiary) pursuant to
this Agreement (the "Payments") are subject to excise tax (the "Excise
Tax") under Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), as excess parachute payments under Section 280G of the
Code, the Company will pay to the Executive an amount (the "Gross-Up
Payment") such that after payment of income, employment and excise taxes
on the Gross-Up Payment, the
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Executive will retain an amount of the Gross-Up Payment sufficient to pay
the Excise Tax on the Payments.
5. Termination of Employment. Should Executive's employment terminate
prior to the end of the Employment Period, the following provisions of this
Section 5 shall govern the rights of Executive under this Agreement.
A. Death. In the event Executive's employment terminates during
the Employment Period as a result of Executive's death, (i) Executive's
surviving spouse (or if Executive has no surviving spouse, Executive's
estate) shall receive continued payment of the Base Salary through the
Retirement Date, (ii) Executive's Beneficiary shall receive the Agreed
SERP Amount and the Agreed PEP Amount as contemplated pursuant to Section
4.C., (iii) Executive's Beneficiary shall be entitled to the SERP Tax
Payment, SERP Gross-Up Payment, PEP Tax Payment, and/or PEP Gross-Up
Payment, if applicable, as contemplated pursuant to Section 4.C., (iv)
Executive's Beneficiary shall be entitled to the Gross-Up Payment, if
applicable, as contemplated pursuant to Section 4.I., (v) Executive's
designated beneficiary under the appropriate plan shall receive any
amounts payable on account of Executive's death pursuant to any plan or
program of the Company other than the SERP or the PEP, and (vi)
Executive's surviving spouse (if applicable) shall be entitled to the
relocation benefits described in Section 4.D. if such benefits have not
been furnished to Executive.
B. Effect of Disability. In no event shall failure of Executive to
substantially perform his duties under this Agreement while disabled by a
physical or mental impairment constitute "Cause" or a "voluntary
termination" by Executive. In the event of Executive's disability as
described in this paragraph, (i) the term of this Agreement and all
provisions of this Agreement shall remain in effect, (ii) Executive shall
remain employed pursuant to this Agreement (unless his employment
otherwise terminates pursuant to Section 5.A., C., D. or E.) and (iii)
Executive shall continue to be entitled to all compensation and benefits
described in Section 4 on the same basis as if Executive were continuing
to perform his duties under this Agreement.
C. Termination by the Company for Cause; Voluntary Termination. In
the event the Company terminates Executive's employment during the
Employment Period for Cause, as defined below, or Executive voluntarily
terminates employment for any reason (at any time other than within 60
days following a Change in Control as described in Section 5.E.), he
shall receive his Base Salary through the date of the termination of his
employment and any other amounts earned, accrued or owing as of the date
of termination of employment under the applicable employee benefit plans
or programs of the Company. Executive shall not receive any other
compensation or benefits provided pursuant to this Agreement, including,
without limitation, the Agreed SERP Amount.
"Cause" means willful conduct that is materially injurious to the
Company, monetarily or otherwise; provided however that (i) no
termination of
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employment shall be for Cause until the Executive has been delivered a
copy of a written notice setting forth that he or she is guilty of the
conduct and specifying the particulars thereof in detail and (ii)
termination solely on account of inadequate performance or incompetence
shall not constitute termination with Cause. For purposes of the
preceding sentence, no act, nor failure to act, shall be considered
"willful" unless the Executive has acted, or failed to act, without a
reasonable belief that his action or failure to act was in the best
interest of the Company.
D. Termination by Company Without Cause. In the event the Company
terminates Executive's employment during the Employment Period without
Cause then, within 60 days following such termination, he shall be
entitled to a lump sum payment equal to the sum of (i) the then unpaid
Base Salary for the remainder of the Employment Period, (ii) the Agreed
SERP Amount and the Agreed PEP Amount, (iii) the unused portion of the
$30,000 reimbursement for financial planning services described in
Section 4.F., (iv) the cash value any annual physical exam otherwise
available during the Employment Period as described in Section 4.F. and
not yet undertaken as of the date of Executive's termination, (v) the
SERP Tax Payment and/or the SERP Gross-Up Payment described in Section
4.C. , if applicable but not yet paid, and (vi) any other amounts earned,
accrued or owing as of the date of termination of employment under the
applicable benefit plan and programs of the Company. Executive shall also
be entitled to participate in the medical, dental, life insurance and
disability benefit plans and programs generally available to employees of
the Company, in each case as such plans and programs may be amended from
time to time. for the remainder of the Employment Period, subject to
continued payment of the employee portion of any required premiums and to
such terms and conditions as may be imposed from time to time by the
Company with respect to active employees and to the relocation benefits
described above in Section 4.E. Payments and benefits provided under this
paragraph will be contingent on Executive or, as applicable, Executive's
representative, executing a waiver and release of claims satisfactory to
the Company. The Company shall continue to be obligated to make any Gross
Up Payment that may be or become applicable pursuant to Section 4.I.
E. Change in Control. Notwithstanding any provision herein to the
contrary, upon a Change in Control (as defined in the SERP), which occurs
following the Meeting Date and while Executive is still employed with the
Company, Executive shall be entitled to terminate his employment with the
Company within 60 days following the date of the Change in Control, and
within 60 days following such termination shall be entitled to the
payments and benefits described in Section 5.D. above. Payments and
benefits provided under this paragraph will be contingent on Executive
or, as applicable, Executive's representative, executing a waiver and
release of claims satisfactory to the Company.
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6. Restrictive Covenants. As a material inducement to Company to enter
into this Agreement, the Executive agrees to the provisions of this Section 6.
A. Confidentiality. The Executive recognizes and acknowledges that
in the course of his employment with the Company and as a result of the
position of trust he has held and will continue to hold with the Company
he has obtained and will continue to obtain, and the Company agrees to
continue to provide, private or confidential information and proprietary
data relating to the Company including, without limitation, financial
information, customer lists, patent information and other data which are
valuable assets and property rights of the Company. All of such private
or confidential information and proprietary data is referred to herein as
"Confidential Information"; provided, however, that Confidential
Information will not include any information known generally to the
public (other than as a result of unauthorized disclosure by the
Executive). The Executive agrees that he will not at any time, directly
or indirectly, disclose or use Confidential Information acquired during
his employment with the Company except with the prior written consent of
the Chief Executive Officer of the Company.
B. Covenant Not to Compete. Executive acknowledges that the
Company's business is by its nature a worldwide business, and that the
Company's business, research and products do not require that it maintain
a physical location close to its customers. Executive further
acknowledges that the skills, processes and information developed at the
Company could be utilized directly and to the Company's detriment (or the
detriment of any of the Company's affiliates or ventures) with any other
business competitive with the Company. Executive also acknowledges that
the nature of his position at the Company will bring him into close
contact with much of the Company's Confidential Information, and the
Company has affirmatively agreed to provide him with Confidential
Information. Accordingly, in exchange for Confidential Information and
the consideration provided to Executive in this Agreement, Executive
agrees that, during the period commencing on the Meeting Date and
expiring on August 10, 2007, he shall not, without prior written consent
of the Company, directly or indirectly (i) invest (other than investments
in publicly-owned companies which constitute not more than 1% of the
voting securities of any such company) or engage in any business that is
competitive with that of the Company; (ii) accept employment with or
render services to a competitor of the Company or any of such
competitor's subsidiaries or affiliates as a director, officer, agent,
employee or consultant; (iii) solicit or attempt to solicit or accept
business that is competitive with such business being conducted by the
Company; or (iv) interfere with the employment of any other Company
employee or take any action inconsistent with the fiduciary relationship
of an employee to employer.
C. Nondisparagement. The Executive agrees that he will not (i)
publicly criticize or disparage the Company, or privately criticize or
disparage the Company in a manner intended or reasonably calculated to
result in public embarrassment to, or injury to the reputation of, the
Company or any affiliate in
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any community in which the Company is engaged in business; (ii) directly
or indirectly, acting alone or acting in concert with others, institute
or prosecute, or assist any person in any manner in instituting or
prosecuting, any legal proceedings of any nature against the Company
(except to enforce the terms of this Agreement); (iii) commit damage to
the property of the Company or any affiliate or otherwise engage in any
misconduct which is injurious to the business or reputation of the
Company; or (iv) take any other action, or assist any person in taking
any other action, that is adverse to the interests of the Company or
inconsistent with fostering the goodwill of the Company; provided,
however, that Executive will not be in breach of the covenant contained
in (ii) above solely by reason of his testimony which is compelled by
process of law. The Company agrees that it will not (i) publicly
criticize or disparage the Executive, or privately criticize or disparage
the Executive in a manner intended or reasonably calculated to result in
public embarrassment to, or injury to the reputation of, the Executive in
any community in which the Executive is engaged in business or (ii)
directly or indirectly, acting alone or acting in concert with others,
institute or prosecute, or assist any person in any manner in instituting
or prosecuting, any legal proceedings of any nature against the Executive
(except to enforce the terms of this Agreement); provided, however, that
the Company will not be in breach of the covenant contained in (ii) above
solely by reason of testimony of its directors, officers or employees
which is compelled by process of law.
D. Enforcement. The Executive hereby agrees that a violation of
the provisions of Section 6 would cause substantial injury to the Company
and its affiliates, which would be difficult to quantify. Accordingly,
the Executive agrees that in the event of violation of this Section 6 the
Company specifically retains the right to seek injunctive relief from a
court having jurisdiction for any actual or threatened breach of this
Section 6. Any such injunctive relief shall be in addition to any other
remedies to which the Company may be entitled at law or in equity or
otherwise.
E. Interpretation. If any provision of Section 6 is found by a
court of competent jurisdiction to be unreasonably broad, oppressive or
unenforceable, such court (i) shall narrow the scope of the Agreement in
order to ensure that the application thereof is not unreasonably broad,
oppressive or unenforceable and (ii) to the fullest extent permitted by
law, shall enforce such Agreement as though reformed.
F. Company. As used in this Section 6, the term "Company" includes
the Company and all affiliates. For the purposes of this Agreement,
"affiliates" shall mean persons or entities that directly, or indirectly
through one or more intermediaries, control or are controlled by, or are
under common control with the Company.
7. Assistance with Litigation. The Executive agrees that for a
period of two years after the Retirement Date, the Executive will furnish such
information and proper assistance as may be reasonably necessary in connection
with any litigation in which the
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Company or any affiliate is then or may become involved. The Company agrees to
provide Executive with advance notice of the need for assistance and to allow
Executive to provide any necessary assistance in a manner reasonably convenient
to Executive. The Company will reimburse Executive for travel and other
out-of-pocket expenses incurred in his provision of assistance pursuant to this
Section 7.
8. Nonassignability; Successors. Neither this Agreement nor any right
or interest hereunder shall be subject, in any manner, to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether
voluntary or involuntary, by operation of law or otherwise, any attempt at such
shall be void; and further provided, that any such benefit shall not in any way
be subject to the debts, contract, liabilities, engagements or torts of the
Executive, nor shall it be subject to attachment or legal process for or against
the Executive. In the event of any attempted assignment or transfer contrary to
this Section 8, the Company shall have no liability to pay any amount so
attempted to be assigned or transferred. This Agreement shall inure to the
benefit of and be enforceable by Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributes, devises and legatees.
This Agreement shall be binding upon and inure to the benefit
of the Company, its successors and assigns (including, without limitation, any
company into or with which the Company may merge or consolidate).
9. Amendment of Agreement. This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto.
10. Waiver. No term or condition of this Agreement shall be deemed to
have been waived, nor shall there be an estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel.
11. Notices. All notices or communications hereunder shall be in writing,
addressed as follows:
To the Company:
GlobalSantaFe Corporation
00000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx, 00000
Attention: Chief Executive Officer
To the Executive:
C. Xxxxxxx Xxxxxx, Xx.
0000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
All such notices shall be conclusively deemed to be received and shall be
effective; (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy
or facsimile transmission, upon confirmation
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of receipt by the sender of such transmission or (iii) if sent by registered or
certified mail, on the fifth day after the day on which such notice is mailed.
12. Tax Withholding. The Company may withhold from any benefits payable
under this Agreement all federal, state, city or other taxes that will be
required pursuant to any law or governmental regulation or ruling.
13. Severability. If any provision of this Agreement is held to be
invalid, illegal or unenforceable, in whole or part, such invalidity will not
affect any otherwise valid provision, and all other valid provisions will remain
in full force and effect.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, and all of which
together will constitute one document.
15. Titles. The titles and headings preceding the text of the paragraphs
and subparagraphs of this Agreement have been inserted solely for convenience of
reference and do not constitute a part of this Agreement or affect its meaning,
interpretation or effect.
16. Governing Law. This Agreement will be construed and enforced in
accordance with the laws of the state of Texas.
17. Venue. Any suit, action or other legal proceeding arising out of this
Agreement shall be brought in the United States District Court for the Southern
District of Texas, Houston Division, or, if such court does not have
jurisdiction or will not accept jurisdiction, in any court of general
jurisdiction in Xxxxxx County, Texas. Both the Executive and the Company
consents to the jurisdiction of any such court in any such suit, action, or
proceeding and waives any objection that it may have to the laying of venue of
any such suit, action, or proceeding in any such court.
18. Entire Agreement; Prior Severance Arrangements Superceded. This
Agreement constitutes the entire agreement between the Company and the Executive
and sets forth all the terms of the understanding between the Company and the
Executive with respect to its subject matter. This Agreement memorializes the
Executive's voluntary resignation and consent to all actions by the Company and
its affiliates relating to his position and duties, including the appointment of
a successor as President and Chief Executive Officer of the Company, and
Executive's resignation will not constitute a "Good Reason" termination for
purposes of (i) the letter agreement dated August 31, 2001 between the Executive
and Santa Fe International Corporation (the "Letter Agreement"), (ii) the
Executive Severance Protection Agreement dated October 18, 1999, as amended
effective May 14, 2002 (the "SPA"), (iii) the Santa Fe International Corporation
Employee Severance Protection Plan, adopted effective May 2, 1997 and as
thereafter amended effective November 22, 1999 and January 1, 2001 (the "SPP"),
(iv) and the amendment to the SPP, outstanding stock awards, and the SPA adopted
by resolution of the Compensation Committee of the Board of Directors of Santa
Fe International Corporation on August 31, 2001 (the "Resolutions", and
collectively, along with the Letter Agreement, SPA, SPP and any other severance
plan or arrangement, the "Prior Severance Arrangements"), and the Executive will
not be entitled to any additional payments or benefits under the Prior Severance
Arrangements as a result of his resignation as an officer or director
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described in Section 1 or as a result of any employment-related action or claim
which occurs or arises thereafter.
19. Release of Claims: At the end of the Employment Period, in
consideration for the applicable promises contained in this Agreement, Executive
agrees to execute a release of all employment-related claims in a form
satisfactory to the Company. The Company's obligations under Section 4.C. of
this Agreement are expressly conditioned on the execution of the release (other
than in the even of the Executive's death as described in Section 5.A.), and
Executive's failure to execute and deliver such release will void the Company's
obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement in multiple
counterparts, all of which shall constitute one agreement, on May 5, 2003, but
effective as of the Effective Date.
GLOBALSANTAFE CORPORATION
s / C. Xxxxxxx Xxxxxx, Xx.
--------------------------------
C. Xxxxxxx Xxxxxx, Xx.
By: s / Xxxxx X. XxXxxxxxx
-----------------------------------
Xxxxx X. XxXxxxxxx
Senior Vice President and General Counsel
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