PRIDE INTERNATIONAL,
INC.
AMENDED AND RESTATED
EMPLOYMENT/
NON-COMPETITION/
CONFIDENTIALITY AGREEMENT
AMENDED AND RESTATED EMPLOYMENT/
NON-COMPETITION/CONFIDENTIALITY AGREEMENT
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The date of
execution set forth below.
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Pride
International, Inc.,
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a Delaware
corporation
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5847 San
Felipe, Suite 3300
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Houston, Texas
77057
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Louis A.
Raspino
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This
Amended and Restated Employment/Non-Competition/Confidentiality
Agreement by and between Pride International, Inc. (the
“Company” and as further defined below) and Louis A.
Raspino (“Employee”) (together the
“Parties”) effective as of the date specified in
Section 2.02 (the “Agreement”) is made on the
terms as herein provided.
WHEREAS,
the Parties previously entered into an employment agreement
effective as of December 3, 2003 (the “Prior
Agreement”) and wish to hereby supersede the Prior Agreement
and amend and restate the rights and obligations of the Parties
with regard to Employee’s employment with the Company in this
Agreement; and
WHEREAS,
Employee is willing to enter into this Agreement upon the terms and
conditions and for the consideration set forth herein.
NOW,
THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, the Parties agree as
follows:
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I.
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PRIOR
AGREEMENTS/CONTRACTS
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As
of the Effective Date, the Prior Agreement is hereby amended,
modified and superseded by this Agreement insofar as future
employment, compensation, non-competition, confidentiality, accrual
of payments or any form of compensation or benefits from the
Company are concerned. This Agreement does not release or relieve
the Company from its liability or obligation with respect to any
compensation, payments or benefits already accrued to Employee for
service prior to the Effective Date, nor to any vesting of benefits
or other rights which are attributable to length of employment,
seniority or other such matters. This Agreement does not relieve
Employee of any prior non-competition or confidentiality
obligations and agreements and the same are hereby modified and
amended as to future matters and future confidentiality even as to
matters accruing prior to the Effective Date hereof.
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II.
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DEFINITION OF TERMS
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Words used in the Agreement in the
singular shall include the plural and in the plural the singular,
and the gender of words used shall be construed to include
whichever may be appropriate under any particular circumstances of
the masculine, feminine or neuter genders.
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2.01
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COMPANY. Company means Pride
International, Inc., a Delaware corporation, as the same presently
exists, as well as any and all successors and assigns, regardless
of the nature of the entity or the state or nation of organization,
whether by reorganization, merger, consolidation, absorption or
dissolution. For the purpose of the Agreement, Company includes all
subsidiaries and affiliates of the Company to the extent such
subsidiary and/or affiliate is carrying on any portion of the
business of the Company or a business similar to that being
conducted by the Company.
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2.02
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EFFECTIVE DATE. The Agreement
becomes effective and binding as of December 31,
2008.
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2.03
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CHANGE IN CONTROL. The term
“Change in Control” of the Company shall mean, and
shall be deemed to have occurred on the date of the first to occur
of any of the following:
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a.
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there occurs a change in control of
the Company of the nature that would be required to be reported in
response to item 6(e) of Schedule 14A of Regulation 14A
or Item 5.01 of Form 8-K promulgated under the Securities
Exchange Act of 1934 as in effect on the date of the Agreement, or
if neither item remains in effect, any regulations issued by the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 which serve similar purposes;
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b.
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any
“person” (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) is or becomes a
beneficial owner, directly or indirectly, of securities of the
Company representing twenty percent (20%) or more of the total
voting power of the Company’s then outstanding
securities;
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c.
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individuals who, as of the date
hereof, constitute the members of the Board of Directors of the
Company (the “Incumbent Directors”) cease for any
reason other than due to death or disability to constitute at least
a majority of the members of the Board of Directors of the Company
(the “Board”), provided that any director who was
nominated for election or was elected with the approval of at least
a majority of the members of the Board who are at the time
Incumbent Directors shall be considered an Incumbent Director
unless such individual’s initial assumption of office occurs
as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
person other than the Board;
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d.
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the
Company shall have merged into or consolidated with another
corporation, or merged another corporation into the Company, on a
basis whereby less than fifty percent (50%) of the total voting
power of the surviving corporation is represented by shares held by
former stockholders of the Company prior to such merger or
consolidation;
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e.
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the
Company shall have sold, transferred or exchanged all, or
substantially all, of its assets to another corporation or other
entity or person; or
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f.
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a
Merger Protection Change in Control (as hereinafter defined) shall
have occurred.
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2.04
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MERGER PROTECTION CHANGE IN CONTROL.
The term “Merger Protection Change in Control” shall
mean, and shall be deemed to have occurred on, the date the Company
shall have merged into or consolidated with another corporation, or
merged another corporation into the Company, on a basis whereby at
least fifty percent (50%) but not more than sixty-six percent (66%)
of the total voting power of the surviving corporation is
represented by shares held by former stockholders of the Company
immediately prior to such merger or consolidation.
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2.05
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CHANGE IN CONTROL TERMINATION. The
term “Change in Control Termination” shall mean a
Termination (i) within two (2) years following the date
of a Change in Control which occurs for any reason other than a
Merger Protection Change in Control or (ii) within one
(1) year following the date of a Merger Protection Change in
Control.
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2.06
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TERMINATION. The term
“Termination” shall mean termination of the employment
of Employee with the Company (including Disability) for any reason
other than (i) Cause, (ii) Voluntary Resignation, or
(iii) death. Termination includes “Constructive
Termination” as described below. Termination includes
termination at the end of any “Employment Period” due
to non-renewal or failure to extend this Agreement for any reason
except for Cause or because Employee has reached age 65 prior to
the end of the Employment Period. Notwithstanding any provision
hereof to the contrary, the Company shall have the right to
terminate Employee’s employment at any time during the
Employment Period (including any extended term) and the Company has
no obligation to deliver advance notice of termination of
employment, except such notice as is otherwise required for a
termination for Cause.
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a.
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The
term “Disability” means physical or mental incapacity
qualifying Employee for a long-term disability under the
Company’s long-term disability plan. If no such plan exists
on the date on which a relevant determination is being made, the
term “Disability” means physical or mental incapacity
as determined by a doctor jointly selected by Employee and the
Board qualifying Employee for long-term disability under reasonable
employment standards.
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b.
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The
term “Cause” means: (i) the willful and continued
failure of Employee substantially to perform his duties with the
Company (other than any failure due to physical or mental
incapacity) after a written demand for substantial performance is
delivered to him by the Board which specifically identifies the
manner in which the Board believes he has not substantially
performed his duties, (ii) willful misconduct materially and
demonstrably injurious to the Company, (iii) intentional
action, materially and demonstrably injurious to Company, which
Employee knows would not comply with the laws of the United States
or any other jurisdiction applicable to Employee’s actions on
behalf of the Company, and/or any of its subsidiaries or
affiliates, including specifically, without limitation, the United
States Foreign Corrupt Practices Act, generally codified in 15 USC
78 (the “FCPA”), as the FCPA may hereafter be amended,
and/or its successor statutes, or (iv) material violation of
one or more of the covenants in Article V (except violation of
the covenant not to compete after termination of employment after
Change in Control as discussed herein). No act or failure to act by
Employee shall be considered “willful” unless done or
omitted to be done by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the
Company. The unwillingness of Employee to accept any or all of a
change in the nature or scope of his position, authorities or
duties, a reduction in his total compensation or benefits, or other
action by or at request of the Company in respect of his position,
authority, or responsibility that is contrary to this Agreement,
may not be considered by the Board to be a failure to perform or
misconduct by Employee. Notwithstanding the foregoing, Employee
shall not be deemed to have been terminated for Cause for purposes
of the Agreement unless and until there shall have been delivered
to him a copy of a resolution, duly adopted by a vote of
three-fourths of the entire Board at a meeting of the Board called
and held (after a notice to Employee identifying in reasonable
detail the manner in which Company believes Cause exists and an
opportunity for Employee and his counsel to prepare for and to be
heard before the Board) for the purpose of considering whether
Employee has been guilty of such a willful failure to perform or
such willful misconduct as justifies termination for Cause
hereunder, finding that in the good faith opinion of the Board,
Employee has been guilty thereof, and specifying the particulars
thereof.
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c.
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The
term “Constructive Termination” means any circumstance
by which the actions of the Company either reduce or change
Employee’s title, position, duties, responsibilities or
authority to such an extent or in such a manner as to relegate
Employee to a position not substantially similar to that which he
held prior to such reduction or change and which would degrade,
embarrass or otherwise make it unreasonable for Employee to remain
in the employment of the Company; and includes a violation by the
Company of the employment provisions and conditions of this
Agreement.
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d.
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The
term “Voluntary Resignation” shall mean any termination
of employment by Employee for any reason other than one or more of
the following:
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(i)
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Employee’s resignation or
retirement is requested by the Company other than for
Cause;
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(ii)
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Any
significant adverse change in the nature or scope of
Employee’s position, authorities or duties from those
described in this Agreement including Employee’s not being
reelected to his position as a member of the Board, provided,
however, that resignation of Employee from the Board shall not be
deemed such a change;
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(iii)
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Any
(a) reduction in Employee’s total base salary,
(b) reduction in Employee’s bonus target award level
specified in Section 3.04(b), or (c) material reduction
in Employee’s benefits other than equity or long-term
incentive awards or actual bonus award payouts, in all cases from
the levels then in effect immediately prior to such
reduction;
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(iv)
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The
material breach by the Company of any other provision of this
Agreement;
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(v)
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Any
requirement of the Company that Employee relocate more than 50
miles from downtown Houston, Texas;
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(vi)
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Any
action by the Company which would constitute Constructive
Termination; or
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(vii)
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Notice by the Company of non-renewal
of the Agreement contrary to the wishes of Employee, if such
non-renewal would be effective prior to the expiration of the
Employment Period during which Employee attains age 65.
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2.07
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CUSTOMER. The term
“Customer” includes all persons, firms or entities that
are purchasers or end-users of services or products offered,
provided, developed, designed, sold or leased by the Company during
the relevant time periods, and all persons, firms or entities which
control, or which are controlled by, the same person, firm or
entity which controls such purchase.
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2.08
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MAXIMUM BONUS. The term
“Maximum Bonus” shall mean the maximum amount of
compensation Employee may earn under the Company’s annual
bonus incentive plan for the fiscal year in which the Termination
occurs, or if the Company has not specified a maximum amount for
such year, for the last year in which the Company had specified
such a maximum amount; provided, however, that in no event shall
“Maximum Bonus” mean an amount less than two
(2) times Target Bonus.
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2.09
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TARGET BONUS. The term “Target
Bonus” shall mean Employee’s target bonus under the
Company’s annual bonus incentive plan for the fiscal year in
which Termination occurs or, if the Company has not specified a
target bonus for such year, for the last year in which the Company
had specified such a target bonus.
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3.01
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EMPLOYMENT. Except as otherwise
provided in the Agreement, the Company hereby agrees to continue
Employee in its employ, and Employee hereby agrees to remain in the
employ of the Company, for the Employment Period. During the
Employment Period, Employee shall exercise such position and
authority and perform such responsibilities as are commensurate
with the position to which he is assigned and as directed by the
Board.
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3.02
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BEST EFFORTS AND OTHER EMPLOYMENT
OBLIGATIONS OF EMPLOYEE; BUSINESS EXPENSES AND OFFICE AND OTHER
SERVICES.
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a.
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During the Employment Period,
Employee agrees that he will at all times faithfully, industriously
and to the best of his ability, experience and talents, perform all
of the duties that may be required of and from him pursuant to the
express and implicit terms hereof, to the reasonable satisfaction
of the Company. Said duties shall be rendered at Houston, Texas,
and such other place or places within or without the State of Texas
as the Company and Employee shall agree.
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b.
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During the Employment Period,
Employee shall devote his normal and regular business time,
attention and skill to the business and interests of the Company,
and the Company shall be entitled to all of the benefits, profits
or other issue arising from or incident to all work, services and
advice of Employee performed for the Company. Such employment shall
be considered “full time” employment. Employee shall
also have the right to devote such incidental and immaterial
amounts of his time which are not required for the full and
faithful performance of his duties hereunder to any outside
activities and businesses which are not being engaged in by the
Company and which shall not otherwise interfere with the
performance of his duties hereunder. Notwithstanding the foregoing,
it shall not be a violation of the Agreement for Employee to
(i) serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures, fulfill speaking
engagements or teach at educational institutions and
(iii) manage personal investments, so long as such activities
do not significantly interfere with the performance of
Employee’s responsibilities hereunder. Employee shall have
the right to make investments in any business provided such
investment does not result in a violation of Article V of the
Agreement.
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c.
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Employee acknowledges and agrees
that, in connection with his employment relationship with the
Company, Employee owes a fiduciary duty to the Company. In keeping
with these duties, Employee shall make full disclosure to the
Company of all business opportunities pertaining to the
Company’s business and shall not appropriate for
Employee’s own benefit business opportunities concerning the
subject matter of the fiduciary relationship.
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d.
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During and after the Employment
Period, Employee agrees not to make any disparaging comments about
the Company, any affiliates, or any current or former officer,
director or employee of the Company or any affiliate or to take any
action (or assist any person in taking any other action), in each
case, that is materially adverse to the interests of the Company or
any affiliate or inconsistent with fostering the goodwill of the
Company and its affiliates; provided, however, that nothing in the
Agreement shall apply to or restrict in any way the communication
of information by Employee to any state or federal law enforcement
agency or require notice to the Company thereof, and Employee will
not be in breach of the covenant contained above solely by reason
of his testimony which is compelled by process of law. During and
after the Employment Period, the Company and its affiliates,
officers and directors agree to refrain from any disparaging
comments about Employee; provided, however, that nothing in the
Agreement shall apply to or restrict in any way the communication
of information by the Company and its affiliates, officers and
directors to any state or federal law enforcement agency or require
notice to Employee thereof, and the Company and its affiliates,
officers and directors will not be in breach of the covenant
contained above solely by reason of testimony which is compelled by
process of law. Nothing in this Section, express or implied, is
intended to or shall confer upon any person other than Employee,
the Company or any subsidiary or affiliate of the Company any right
benefit or remedy of any nature whatsoever under or by reason of
this Agreement.
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e.
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During the Employment Period,
Employee shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by Employee in accordance with the
most favorable policies, practices and procedures of the Company as
in effect from time to time. Such reimbursement shall be made
subject to the terms and conditions of the Company’s policy
on the earlier of (i) the date specified in the
Company’s policy or (ii) to the extent the reimbursement
is taxable and subject to Section 409A (as defined in Section
6.04), no later than December 31 of the calendar year next
following the calendar year in which the expense was
incurred.
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f.
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During the Employment Period, the
Company shall furnish Employee with office space, secretarial
assistance and such other facilities and services as shall be
suitable to Employee’s position and adequate for the
performance of Employee’s duties hereunder.
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3.03
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TERM AND EMPLOYMENT PERIOD. The
period of Employee’s employment with the Company (the
“Employment Period”) that commenced in accordance with
the terms of the Prior Agreement will end on the date of
Employee’s termination of employment. The term of this
Agreement shall commence on the Effective Date and end at 12:00
o’clock midnight on December 3, 2009; thereafter, the
term of the Agreement will be automatically extended for successive
terms of one (1) year commencing on December 3
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of each year; unless the
Company or Employee gives written notice to the other that the
Agreement will not be renewed or continued after the next scheduled
expiration date which is not less than one (1) year after the
date that the notice of non-renewal was given. Notwithstanding the
above, this Agreement will automatically expire at the end of the
term during which Employee attains age 65. Immediately upon
termination of employment with the Company, Employee agrees to
resign from all officer and director positions held with the
Company and its affiliates.
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3.04
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COMPENSATION AND BENEFITS. During
the Employment Period, Employee shall receive the following
compensation and benefits:
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a.
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The
Company shall pay or cause to be paid to Employee an annual base
salary of not less than the amount in effect as of the Effective
Date, with the opportunity for increases, from time to time
thereafter, which are in accordance with the Company’s
regular executive compensation practices (such salary, as in effect
from time to time, the “Annual Base Salary”). The Board
will review the Annual Base Salary at least annually.
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b.
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Employee will be eligible to
participate on a reasonable basis, subject to the Company’s
discretion as to the level of actual awards, in annual bonus, stock
option, equity and incentive compensation plans which provide
opportunities to receive compensation in addition to his Annual
Base Salary which are at least equal to the opportunities provided
by the Company for executives with comparable duties, with
appropriate recognition of Employee’s status as Chief
Executive Officer of the Company. Employee will be eligible to
participate in the Company’s annual bonus incentive plan at a
target award level of not less than 100% of Annual Base Salary. The
Company agrees that during and after the term of this Agreement,
the provisions of any equity award between Employee and the
Company, whether outstanding at the Effective Date or subsequently
awarded, shall be deemed modified by the express provisions of this
Agreement pertaining to equity awards including, but not limited
to, vesting, and, for purposes of determining whether a stock
option award is forfeited due to “serious misconduct,”
serious misconduct shall be determined in accordance with the
standards and definition of “Cause” as defined
herein.
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c.
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Employee will be entitled to receive
and participate in employee benefits (including, but not limited
to, medical, life, health, accident and disability insurance and
disability benefits) and perquisites which are at least equal to
those provided by the Company to executives with comparable
duties.
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d.
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Employee will receive paid vacation
days each year to the same extent as provided to executives with
comparable duties, with appropriate recognition of Employee’s
status as Chief Executive Officer of the Company, in accordance
with Company policy and practices.
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e.
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Employee will participate, or if
dependent on Employee’s election, will be eligible to
participate in all other executive incentive stock and benefit
plans approved and offered by the Company.
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3.05
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TERMINATION WITHOUT CHANGE IN
CONTROL. Notwithstanding anything herein to the contrary, the
Company shall have the right to terminate Employee’s
employment at any time during the Employment Period. In the event
of a Termination that does not otherwise entitle Employee to
payments and benefits under Article IV, the Company shall,
sixty (60) days following such Termination, or at such other
time(s) specified in this Section 3.05 or Section 6.04,
and in exchange for a full and complete release of claims against
the Company, its affiliates, officers and directors
(“Release”), pay or provide (or cause to be paid or
provided) to Employee (or his designee or estate, as determined
under Section 6.10, in the event of death after Termination
and prior to satisfaction of the Company’s obligations in
this Section 3.05):
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a.
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An
amount equal to two (2) full years of his base salary, which
base salary is here defined as the greater of (i) twelve
(12) times the gross monthly salary in effect for Employee
immediately preceding his date of Termination or (ii) the
highest annual base salary paid to Employee during any of the three
(3) years immediately preceding his date of Termination. Upon
payment of this amount, there shall be deducted only such minimum
amounts as may be required by law to be withheld for taxes and
other applicable deductions.
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b.
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The
Company shall provide to Employee for a period of two (2) full
years following the date of his Termination, health care, life,
accident and disability insurance which are not less than the
highest benefits furnished to Employee during the term of the
Agreement at a cost to Employee as if he had remained a full time
employee. If Section 6.04a. applies to the provision of any of
the insurance described in this Section 3.05b., then Employee
shall pay the cost of such insurance premiums in the amount and for
the period of time proscribed by the application of
Section 6.04a., subject to reimbursement by the Company as
described therein.
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c.
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An
amount equal to the sum of (i) two times the Target Bonus,
plus (ii) if Employee experiences a Termination on or after
January 1st, but before the date on which awards are paid, if any,
pursuant to achievement of performance goals set under the
Company’s annual bonus incentive plan for the year
immediately preceding the year in which Employee’s
Termination occurs, an amount, subject to the Company’s
discretion as set forth under the Company’s annual bonus
incentive plan and paid at the same time the Company pays bonuses
to similarly situated employees under such plan, equal to the
amount Employee would have earned if Employee had remained employed
with the Company until the date such awards would otherwise have
been paid, plus (iii) a pro-rata portion of the award for the
year in which Termination occurs, if any, earned by the achievement
of performance goals set under the Company’s annual bonus
incentive plan and paid at the same time the Company pays bonuses
to similarly situated employees under such plan; provided, however,
that if Employee has timely deferred his applicable award under a
Company plan, such payment due Employee under this subparagraph
shall be paid in accordance with the terms of the
deferral.
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d.
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All
stock options and awards to which Employee is entitled will
immediately vest and the time for exercising any option will be as
specified in the applicable plan and award agreement as if Employee
were still employed by the Company; provided, however, that, any
such option shall not be exercisable later than the earlier of the
latest date upon which the option could have expired by its
original terms under any circumstances or the 10
th
anniversary of the
original date of grant of the option.
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e.
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The
“Compensation and Benefits” Section hereof shall be
applicable in determining the payments and benefits due Employee
under this Section and if Termination occurs after a reduction in
all or part of Employee’s total compensation or benefits, the
lump sum severance allowance and other compensation and benefits
payable to him pursuant to this Section shall be based upon his
compensation and benefits before the reduction.
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f.
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If
any provision of this Section cannot, in whole or in part, be
implemented and carried out under the terms of the applicable
compensation, benefit or other plan or arrangement of the Company
because Employee has ceased to be an actual employee of the
Company, due to insufficient or reduced credited service based upon
his actual employment by the Company or because the plan or
arrangement has been terminated or amended after the Effective
Date, or for any other reason, the Company itself shall pay or
otherwise provide the equivalent of such rights, benefits and
credits for such benefits to Employee, his dependents,
beneficiaries and estate as if Employee’s employment had not
been terminated.
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g.
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All
life, health, hospitalization, medical and accident benefits
available to Employee’s spouse and dependents shall continue
for the same term as Employee’s benefits. If Employee dies
after Termination, any such benefits will continue for a term of
two (2) years (or three (3) years if Article IV
applies) after the date of death of Employee. If
Section 6.04a. applies to the provision of any of the
insurance coverage described in this Section 3.05g., then
Employee shall pay the cost of such insurance premiums in the
amount and for the period of time proscribed by the application of
Section 6.04a. and subject to reimbursement by the Company
described therein.
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h.
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The
Company’s obligation under this Section to pay or provide
health care, life, accident and disability insurance to Employee,
Employee’s spouse and Employee’s dependents shall be
reduced when and to the extent any such benefits are paid or
provided to Employee by another employer; provided, however, that
Employee shall have all rights, if any, afforded to retirees to
convert group life insurance coverage to the individual life
insurance coverage as, to the extent of, and whenever his group
life insurance coverage under this Section is reduced or expires.
Apart from this subparagraph, Employee shall have and be subject to
no obligation to mitigate.
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i.
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The
Company shall deduct applicable withholding taxes in performing its
obligations under this Section.
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A
sample form of Release is attached as Exhibit A. Employee
acknowledges that the Company retains the right to modify the
required form of the Release as the Company deems necessary in
order to effectuate a full and complete release of claims against
the Company, its affiliates, officers and directors.
Notwithstanding any provision herein to the contrary, if Employee
has not delivered to the Company an executed Release on or before
the fiftieth (50 th ) day after the date of
Termination, Employee shall forfeit all of the payments and
benefits described in this Section 3.05, other than the
benefit, if any, described in Section 3.05c.(ii), subject to
Employee’s rights under Section 6.01b.; provided,
however, that Employee shall not forfeit such amounts if the
Company has not delivered to Employee the required form of Release
on or before the 25th day following the date of
Termination.
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Nothing in this Section is intended,
nor shall be deemed or interpreted, to be an amendment to any
compensation, benefit or other plan of the Company. In the event of
Employee’s Termination without a Change in Control, Employee
is entitled only to the termination payments and benefits described
in this Section 3.05 pursuant to this Agreement, without
limiting rights, if any, under any other plan or arrangement. To
the extent the Company’s performance under this Section
includes the performance of the Company’s obligations to
Employee under any other plan or under another agreement between
the Company and Employee, the rights of Employee under such other
plan or other agreement, which are discharged under the Agreement,
are discharged, surrendered, or released pro
tanto.
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4.01
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EXTENSION OF EMPLOYMENT PERIOD. The
Employment Period and term of this Agreement shall be immediately
and without further action extended for a term of two
(2) years following the effective date of the Change in
Control and will expire at 12:00 o’clock midnight on the last
day of the month following two (2) years after the Change in
Control; provided, however, that if the Change in Control is solely
on account of a Merger Protection Change in Control, the Employment
Period and term of this Agreement shall be extended for one
(1) year following the effective date of the Merger Protection
Change in Control. Thereafter, the Employment Period and term of
this Agreement will be extended for successive terms of one
(1) year each, unless terminated, all in the manner specified
in Section 3.03.
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4.02
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CHANGE IN CONTROL TERMINATION
PAYMENTS AND BENEFITS. In the event Employee has a Change in
Control Termination, the Company shall pay or provide (or cause to
be paid or provided) to Employee all of the payments and benefits
specified in Section 3.05 (the “Termination Without
Change in Control” Section) at the same time and in the same
manner therein specified except as amended and modified
below:
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a.
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The
salary and benefits specified in Section 3.05a. will be paid
based upon a multiple of three (3) years (instead of two
(2) years).
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b.
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Life, health, accident and
disability insurance specified in Section 3.05b. will be
provided until (i) Employee becomes reemployed and receives
similar benefits from a new employer or (ii) three
(3) ye
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