SUPERIOR ENERGY SERVICES,
INC.
Dated as of March 30,
2009
This Employment
Agreement (this “ Agreement ”), dated and
effective as of March 30, 2009, is by and between Superior
Energy Services, Inc., a Delaware corporation (the “
Company ”), and Patrick J. Campbell (the “
Executive ”).
WHEREAS, the
Company desires to attract and retain well-qualified executive
officers and to assure itself of the continuity of its management;
and
WHEREAS, the
Company desires to employ the Executive, and Executive desires to
become employed by the Company on the terms and conditions set
forth herein.
NOW, THEREFORE, in
consideration of the premises and of the respective representations
and warranties hereinafter set forth and of the mutual covenants
herein contained, the parties hereto agree as follows:
1.
Employment . The Company shall employ Executive, and
Executive shall be employed by Company, upon the terms and subject
to the conditions set forth in this Agreement.
(a) Executive
shall be employed as an Executive Vice President. Executive shall
perform such duties, consistent with Executive’s status as an
executive officer of the Company elected by the Company’s
Board of Directors (the “ Board ”), as may be
prescribed from time to time by the Board, the Company’s
Chief Executive Officer or other officers to whom authority has
been delegated by the Board or the Company’s Chief Executive
Officer.
(b) Executive
shall at all times comply with and be subject to such policies and
procedures as the Company may establish from time to time for its
executive officers and employees, including, without limitation,
its Code of Business Ethics and Conduct (the “ Code of
Business Conduct ”).
(c) Executive
shall, during the period of Executive’s employment hereunder,
devote Executive’s full business time, energy, and best
efforts to the business and affairs of the Company. Executive may
not engage, directly or indirectly, in any other business,
investment, or activity that interferes with Executive’s
performance of Executive’s duties hereunder, is contrary to
the interest of the Company or any of its subsidiaries, or requires
any significant portion of Executive’s business time. The
foregoing notwithstanding, the parties recognize and agree that
Executive may engage in passive personal investments and other
business activities which do not conflict with the business and
affairs of the Company or any of its subsidiaries or interfere with
Executive’s performance of his duties hereunder.
(a) Subject
to the terms of this Agreement, Executive’s employment with
the Company hereunder shall continue until April 1, 2011;
provided, however, that on April 1, 2010 and on each
subsequent anniversary thereof, the term of Executive’s
employment under this Agreement shall be automatically extended for
one additional year, unless either party gives written notice to
the other of that party’s election not to so extend the term
hereof no less than 60 days prior to any such annual renewal
date (such term, as it may be extended, the “ Employment
Period ”).
(b) Following
Executive’s ceasing, for whatever reason, to be an employee
of the Company, each party shall have the right to enforce all its
rights, and shall be bound by all obligations, that are continuing
rights and obligations under the terms of this
Agreement.
4.
Compensation and Benefits . Executive shall be entitled to
the compensation and other benefits provided in this Section 4
during the Employment Period.
(a)
Salary . The Company shall pay to Executive a minimum annual
base salary of $300,000 (such annual base salary, as it may be
increased from time to time as provided herein, the “ Base
Salary ”), which shall be paid in equal semi-monthly
installments in accordance with the Company’s regular payroll
practices for its executive officers. The Base Salary shall be
reviewed annually by the Compensation Committee of the Board of
Directors (the “ Compensation Committee ”). Any
increase in Base Salary shall not serve to limit or reduce any
other obligation of the Company to Executive hereunder. At no time
during the term of this Agreement shall the Base Salary of the
Executive be reduced without the prior written consent of the
Executive.
(b)
Incentive Bonus . Executive shall be eligible to earn an
annual bonus under the Company’s annual incentive plan. The
Compensation Committee shall approve the Company’s
performance goals under the annual incentive plan, as well as the
target level and maximum bonus opportunity for Executive and the
extent to which Executive’s performance goals shall include a
personal performance element.
(c)
Long-Term Incentives . Executive shall be eligible for
option, restricted stock, performance share unit and other
stock-based incentive grants under the Company’s long-term
incentive program. The Compensation Committee shall approve the mix
of stock-based incentive grants, vesting and performance goals, as
well as the target percentage for Executive.
(d)
Savings, Retirement and Other Incentive Plans . Executive
shall be eligible to participate in all savings, retirement and
other incentive plans generally available to the Company’s
executive officers.
(e)
Welfare Benefit Plans . Executive and/or Executive’s
family, as the case may be, shall be eligible to participate in and
shall receive all benefits under all medical, long-term disability
and other welfare benefit plans and programs generally available to
the Company’s executive officers.
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(f)
Automobile . The Company shall either provide an automobile
allowance or make available to Executive an automobile for
Executive’s use in the discharge of his duties, and such
automobile shall be maintained at the expense of the Company, each
in accordance with the Company’s policies and practices for
its executive officers.
(g)
Expenses . The Company shall promptly reimburse Executive
for all reasonable and necessary expenses incurred by Executive in
performing services hereunder, including all expenses of travel and
living expenses while away from home on business or at the request
of and in the service of the Company, provided that such expenses
are incurred and accounted for in accordance with the policies and
practices of the Company as in effect from time to time.
(h)
Vacations . Executive shall be excused from rendering his
services during reasonable vacation periods for not more than a
total of 20 business days per year and during other reasonable
temporary absences in accordance with the Company’s policies
and practices for its executive officers. Executive shall also be
entitled to all paid holidays and personal days given by the
Company to its executive officers generally.
(a)
Termination by the Company . The Company shall have the
right to terminate Executive’s employment under this
Agreement at any time for any of the following reasons:
(i)
Upon the Executive’s death.
(ii)
Upon the Executive’s incapacity due to physical or mental
illness and Executive becoming eligible to receive benefits under
the Company’s long-term disability plan. The Company shall
give Executive at least 60 days prior written notice of
termination pursuant to this Section 5(a)(ii).
(iii)
For Cause. For purposes of this Agreement, the Company shall have
“ Cause ” to terminate Executive’s
employment hereunder upon:
(A)
the substantial and continued willful failure by Executive to
perform his duties hereunder, or a material breach or threatened
breach of this Agreement by Executive, in either case which
results, or could reasonably be expected to result, in material
harm to the business or reputation of the Company, which failure or
breach is not corrected (if correctable) by Executive within
30 days after written notice of such failure or breach is
delivered to Executive by the Company;
(B)
a violation of the Code of Business Conduct, which violation is not
corrected (if correctable) by Executive within 30 days after
written notice of such violation is delivered to Executive by the
Company; or
(C)
the commission by Executive of any criminal act involving moral
turpitude or a felony which results in an indictment or
conviction.
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(iv)
For any other reason whatsoever in the sole discretion of the
Board.
(b)
Termination by Executive . Executive may terminate his
employment, under this Agreement at any time for any of the
following reasons (the events in Sections 5(b)(i)-(iv) only
are referred to as “ Good Reason ”):
(i)
without Executive’s prior written consent, within two years
following a Change of Control (as hereinafter defined) there is a
material reduction in Executive’s authority, duties or
responsibilities with the Company from that set forth in
Section 2;
(ii)
within two years following a Change of Control, the Company fails
in a material way to fulfill its obligations under
Sections 4(a)-(e) or there is a material reduction in annual
cash bonus incentive opportunities (whether in one reduction or
cumulatively), excluding an elimination or reduction of a benefit
under any benefit plan or arrangement in which Executive
participates that affects other executive officers in a similar
way;
(iii)
the Company does not fulfill its obligations under Section 8(b) in
connection with a Change in Control;
(iv)
without Executive’s prior written consent, the Company
requires Executive, within two years following a Change of Control,
to be based at any office representing a material change in
location from the Company’s office at which Executive was
based prior to the Change of Control, excluding travel reasonably
required in the performance of Executive’s duties hereunder
(for purposes of this Agreement, 30 miles shall be deemed to be a
material change in location, unless a greater distance is required
under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), or the Treasury regulations
thereunder, in which case such greater distance shall be
substituted for 30 miles); or
(v)
for any other reason whatsoever in the sole discretion of
Executive.
For purposes of
the Good Reason events specified in Sections 5(b)(i)-(iv),
Good Reason shall not exist unless and until: (A) Executive
provides written notice to the Company of the existence of the Good
Reason event within 60 days of Executive having knowledge of
its initial existence and (B) the Company is provided
30 days from the receipt of such notice during which it may
remedy the Good Reason event (if such Good Reason event is cured by
the Company by the end of such 30 day period, Executive shall
not have Good Reason to terminate employment).
For purposes of
this Agreement, the term “ Change of Control ”
shall have the meaning set forth in Section 12.10A of the
Company’s 2005 Stock Incentive Plan; provided, however, that
if at any time after the date hereof the Company’s
stockholders approve a new broad-based stock incentive plan, the
term “Change of Control” shall have the same meaning
given to it in any such stock incentive plan.
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(c)
Notice of Termination . Any termination of Executive’s
employment by the Company or by Executive, other than termination
as a result of Executive’s death, shall be communicated by
written notice of termination to the other party hereto in
accordance with Section 9, which notice shall indicate the
specific termination provision in this Agreement relied upon, the
effective date of termination of Executive’s employment and
set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment
under the provision so indicated. If Executive elects to terminate
his employment for Good Reason, Executive must first provide notice
of the existence of a Good Reason event, and the Company shall have
the opportunity to remedy such Good Reason event in accordance with
Section 5(b).
6.
Compensation Upon Termination .
(a) Except
as provided in this Section 6, if Executive’s employment
hereunder is terminated pursuant to Section 5, all future
compensation and benefits to which Executive is otherwise entitled
under this Agreement shall cease and terminate as of the date of
such termination, and Executive shall be entitled to
receive:
(i)
Executive’s Base Salary through the date of
termination;
(ii)
any incentive compensation due Executive if, under the terms of the
relevant compensation arrangement, such incentive compensation was
due and payable to the Executive on or before the date of
termination;
(iii)
those benefits that are provided by welfare benefit plans and
programs adopted and approved by the Company for Executive that,
under the terms of the relevant plans and programs, are earned and
vested and payable on or before the date of termination;
(iv)
any rights Executive (or his estate) may have under any stock
option, restricted stock, performance share unit or any other
stock-based award; and
(v)
medical and similar employee welfare benefits, the continuation of
which is required by applicable law or as provided in the
applicable welfare benefit plan.
(b) If
Executive’s employment under this Agreement is terminated by
Executive for Good Reason or by the Company within two years of a
Change in Control for any reason other than those specified in
Section 5(a)(i), (ii) or (iii), then, in addition to any
other amounts payable to Executive:
(i)
the Company shall pay to Executive, in one lump-sum payment within
30 days after the date of such termination (except as
otherwise specified in Section 17(a)), an amount equal to two
times (2x) the sum of (A) the Base Salary and (B) the
greater of (x) the average annual bonus paid to Executive
(including any amounts deferred by Executive under any savings,
retirement or other incentive plan) for the three fiscal years
preceding the year in which Executive’s employment is
terminated or (y) the target bonus for Executive in the
Company’s annual incentive plan for the current fiscal
year;
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(ii)
for two years after the date of Executive’s termination of
employment, or such longer period as any plan, program or
arrangement may provide, the Company shall continue benefits to
Executive and/or Executive’s family at least equal to those
that would have been provided to them in accordance with the plans,
programs and arrangements described in Section 4(e), and in
accordance with Treasury
Regulation Section 1.409A-3(i)(1)(iv), if
Executive’s employment had not been terminated (health
insurance shall be provided via the Company’s payment of the
monthly cost of coverage elected by the Executive pursuant to the
Consolidated Omnibus Budget Reconciliation Act
(“COBRA”), or an equivalent amount for periods of
coverage after the applicable COBRA period, at such time as the
COBRA premiums would be due under such plan, and such premiums,
including any premiums paid on Executive’s behalf beyond the
COBRA period, will be imputed to Executive as income, as required
by law; provided, however, that if Executive becomes reemployed
with another employer and is eligible to receive such benefits
under another employer provided plan, the benefits described herein
shall be secondary to those provided under such other plan during
such applicable period of eligibility (however, if Section 17(a)
applies, then: (1) any taxable benefits provided to Executive
under this subparagraph (ii) (with the exception of health
insurance benefits) during the six month period following
Executive’s termination shall be limited to the amount
specified by Code §402(g)(1)(B) for the year of the
termination; (2) Executive shall pay Company for the costs of any
benefits that exceed the amount specified in the prior clause
during the six month period following Executive’s
termination; and (3) Executive shall be reimbursed for such costs
by the Company during the seventh month after Executive’s
termination); and
(iii)
the Company shall provide Executive at the Company’s sole
expense, outplacement services during the one year period following
the termination of Executive’s employment at a cost of up to
$10,000, the provider of which shall be selected by Executive in
Executive’s sole discretion.
(c) Subject
to Section 6(b) in the event of a Change of Control, if
Executive’s employment under this Agreement is terminated by
the Company pursuant to Section 5(a)(iv), then in addition to
any other amounts payable to Executive:
(i)
the Company shall pay to Executive in one lump-sum payment within
30 days after the date of such termination (except as
otherwise specified in Section 17(a)), an amount equal to
(A) the greater of (x) one and (y) the number of
full and partial calendar months remaining in the Employment Period
as of the date of termination divided by 12, multiplied by
(B) the sum of the Base Salary and the target bonus for
Executive in the Company’s annual incentive plan for the
current fiscal year; and
(ii)
for the remaining period in the Employment Period as of the date of
Executive’s termination of employment, or such longer period
as any plan, program or arrangement may provide, the Company shall
continue benefits to Executive and/or Executive’s family at
least equal to those that would have been provided to them in
accordance with the plans, programs and arrangements described in
Section 4(e), and in accordance with Treasury Regulation
Section 1.409A-3(i)(1)(iv), if Executive’s employment
had not been terminated (health insurance shall be provided via
the
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Company’s
payment of the monthly cost of coverage elected by the Executive
pursuant to COBRA, or an equivalent amount for periods of coverage
after the applicable COBRA period, at such time as the COBRA
premiums would be due under such plan, and such premiums, including
any premiums paid on Executive’s behalf beyond the COBRA
period, will be imputed to Executive as income, as required by law;
provided, however, that if Executive becomes reemployed with
another employer and is eligible to receive such benefits under
another employer provided plan, the benefits described herein shall
be secondary to those provided under such other plan during such
applicable period of eligibility (however, if Section 17(a)
applies, then: (1) any taxable benefits provided to Executive
under this subparagraph (ii) (with the exception of health
insurance benefits) during the six month period following
Executive’s termination shall be limited to the amount
specified by Code §402(g)(1)(B) for the year of the
termination; (2) Executive shall pay Company for the costs of
any benefits that exceed the amount specified in the prior clause
during the six month period following Executive’s
termination; and (3) Executive shall be reimbursed for such
costs by the Company during the seventh month after
Executive’s termination).
(d) If,
as a result of any payments or distribution made to Executive under
this Agreement or any incentive compensation or other plan or
arrangement, Executive is subjected to an excise tax pursuant to
the “golden parachute” provisions of Section 4999
of the Code, the Company shall pay to Executive at the same time
payment is made pursuant to Section 6(b)(i) such amounts
(including any tax imposed on any such payment) as are necessary to
place Executive in the same after-tax position as Executive would
have been had such golden parachute provisions not been applicable
to him in accordance with the terms and conditions set forth in
Appendix A hereto.
7.
Nondisclosure and Non-Competition .
(a)
Certain Definitions . For purposes of this Agreement, the
following terms shall have the following meanings:
(i)
“ Confidential Information ” means any
information, knowledge or data of any nature and in any form
(including information that is electronically transmitted or stored
on any form of magnetic or electronic storage media) relating to
the past, current or prospective business or operations of the
Company and its subsidiaries, that at the time or times concerned
is not generally known to persons engaged in businesses similar to
those conducted or contemplated by the Company and its subsidiaries
(other than information known by such persons through a violation
of an obligation of confidentiality to the Company), whether
produced by the Company and its subsidiaries or any of their
consultants, agents or independent contractors or by Executive, and
whether or not marked confidential, including, without limitation,
information relating to the Company’s or its
subsidiaries’ products and services, business plans, business
acquisitions, processes, product or service research and
development methods or techniques, training methods and other
operational methods or techniques, quality assurance procedures or
standards, operating procedures, files, plans, specifications,
proposals, drawings, charts, graphs, support data, trade secrets,
supplier lists, supplier information, purchasing methods or
practices, distribution and selling
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activities,
consultants’ reports, marketing and engineering or other
technical studies, maintenance records, employment or personnel
data, marketing data, strategies or techniques, financial reports,
budgets, projections, cost analyses, price lists and analyses,
employee lists, customer lists, cu
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