This Consulting
Agreement (the “Agreement”) is made by and between
Parker Drilling Company, a company organized and existing under the
laws of the State of Delaware (hereinafter “COMPANY”),
and Ronald C. Potter, an individual residing in Houston, Texas
(hereinafter “CONSULTANT”) effective as of
March 28, 2009.
WHEREAS, the
CONSULTANT and COMPANY have entered into a Separation Agreement and
Release effective as of March 27, 2009, in connection with
CONSULTANT’s separation from the COMPANY as the Vice
President, General Counsel and Corporate Secretary (the
“Separation Agreement”);
WHEREAS, pursuant
to the terms of the Separation Agreement, the parties have agreed
to enter into this Agreement for the provision of consulting
services by CONSULTANT to COMPANY;
WHEREAS, the
COMPANY desires to retain CONSULTANT’s services during the
interim period and to facilitate the transition to a new general
counsel; and
WHEREAS, the
CONSULTANT is willing to provide consulting services to the COMPANY
in accordance with the terms of this Agreement.
NOW, THEREFORE, in
consideration of the mutual promises herein contained, COMPANY and
CONSULTANT agree as follows:
The COMPANY and
CONSULTANT recognize that CONSULTANT previously acted in the
capacity of the COMPANY’s Vice President, General Counsel and
Corporate Secretary and that the Scope of Service CONSULTANT will
render under this Agreement shall be substantially different and
more limited than the services previously provided by the
CONSULTANT in his capacity as Vice President, General Counsel and
Corporate Secretary of the Company.
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(a)
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CONSULTANT has been retained by the
COMPANY to provide certain services to the COMPANY solely with
regard to transitioning pending matters, including, but not limited
to litigation, operations, finance, corporate/administration,
compliance, corporate records, governance, corporate structure,
benefits, and related issues to the COMPANY.
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(b)
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CONSULTANT is not retained to engage
outside counsel, to enter into contracts or commitments for the
COMPANY, and agrees not to do so.
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(c)
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CONSULTANT shall be free to engage
in consulting services for others, provided, however, such other
activities shall not interfere with his rendering services to the
COMPANY.
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(d)
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CONSULTANT shall provide such other
consulting services as the COMPANY and CONSULTANT may agree,
without additional compensation. The services described in
subparagraphs 1(a)-(d) may be referred to hereinafter collectively
as the “Consultant Services”.
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2.
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Nature of Relationship Between
Parties
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The
CONSULTANT shall render the Consultant Services in this Agreement
as an independent contractor. Except as otherwise agreed to by the
COMPANY, CONSULTANT will have no authority or power to bind the
COMPANY in relation to third parties or to represent to third
parties that CONSULTANT has authority or power to bind the COMPANY.
It is not the intention of the parties to this Agreement to create,
by virtue of this Agreement, any employment relationship, trust,
partnership or joint venture between CONSULTANT and the COMPANY or
any of its affiliates or, except as specifically provided in this
Agreement, to make them legal representatives or agents of each
other or to create any fiduciary relationship or additional
contractual relationship among them.
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3.
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Compensation
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(a)
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In
consideration for CONSULTANT performing the Consultant Services for
the term of this Agreement, COMPANY agrees to pay CONSULTANT a
monthly consulting fee of US$24,458, payable monthly, in arrears on
the 27th day of each month, prorated on a weekly basis for any
partial month.
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(b)
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In
addition to the above compensation, COMPANY will reimburse
CONSULTANT for all reasonable out of pocket expenses incurred by
CONSULTANT consistent with COMPANY’s policies on
reimbursement of business expenses. CONSULTANT will submit an
itemized statement of expenses to COMPANY on a monthly basis for
costs incurred incidental to the performance of his duties as a
CONSULTANT.
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(c)
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CONSULTANT will also be provided
with office access, computer, cell phone, blackberry and other
reasonable support services, including home internet access, during
the period of this Agreement consistent with the office support and
services he was receiving as an employee. The consideration
described in subparagraphs 3(a)-(c) may be referred to hereinafter
collectively as the “Consultant
Compensation”.
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(d)
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The
Consultant Compensation shall be CONSULTANT’s sole
compensation for performing the Consultant Services.
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This Agreement shall commence on
March 28, 2009, and shall continue in effect through May 27,
2009; provided, however, such term may be extended thereafter by
mutual agreement of the parties.
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5.
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Consultant’s Standard of
Care
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Subject to the other provisions of
this Agreement, CONSULTANT shall provide the Consultant Services
with the same degree of care, skill and prudence that would be
customarily exercised for what he reasonably believes to be in the
best interest of the COMPANY.
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6.
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Independent
Contractor
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(a)
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Except as otherwise provided herein
or in the Separation Agreement, the status of CONSULTANT shall be
that of an independent contractor and CONSULTANT shall not be
eligible for participation in benefit plans offered by COMPANY to
its employees.
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(b)
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COMPANY acknowledges and agrees that
CONSULTANT may engage directly or indirectly in other activities
during the term of this Agreement, including the provision of legal
services to other companies and persons. However, this provision
shall not relieve CONSULTANT of his obligations under paragraph 7
of this Agreement.
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(c)
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CONSULTANT shall be solely
responsible for satisfaction of all tax obligations with regard to
compensation earned pursuant to this Agreement, and agrees to hold
COMPANY harmless from any liability for unpaid taxes or penalties
in conjunction with earnings hereunder.
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7.
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Confidentiality
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The
CONSULTANT acknowledges and agrees that all Confidential
Information about the COMPANY that was previously provided in the
course of employment with the COMPANY and Confidential Information
that will be provided to him in the course of the Term of this
Agreement are and will continue to be the exclusive property of the
COMPANY. The CONSULTANT agrees to keep all Confidential Information
in strict confidence, not disclosing any Confidential Information
to any third person except (i) as consented to in writing by
the CEO of the COMPANY or (ii) as required by law or judicial or
regulatory process; provided, however, that CONSULTANT shall not be
obligated to keep in confidence any information which has become
generally available to the public without any breach by CONSULTANT
of this paragraph 7. If requested by the COMPANY, CONSULTANT will
obtain from any third party to whom he discloses any Confidential
Information the written agreement (in form and substance
satisfactory to the COMPANY in its sole discretion) of such third
party to keep such information confidential. The CONSULTANT agrees
to continue to abide by COMPANY policies regarding
confidentiality.
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