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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: WEATHERFORD INTERNATIONAL LTD./SWITZERLAND | Weatherford International Ltd You are currently viewing:
This Employment Agreement involves

WEATHERFORD INTERNATIONAL LTD./SWITZERLAND | Weatherford International Ltd

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Title: EMPLOYMENT AGREEMENT
Governing Law: Texas     Date: 6/9/2009
Law Firm: Fulbright Jaworski    

EMPLOYMENT AGREEMENT, Parties: weatherford international ltd./switzerland , weatherford international ltd
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Exhibit 10.4

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “Agreement”) is entered into as of March 30, 2009 (the “Effective Date”), by and between Weatherford International Ltd., a corporation incorporated under the laws of Switzerland (the “Company”), and William B. Jacobson (the “Executive”).

W I T N E S S E T H:

     WHEREAS, the Board has previously determined that it is in the best interests of the Company and its shareholders to retain the Executive and to induce the employment of the Executive for the long-term benefit of the Company;

     WHEREAS, the Company desires to employ the Executive on the terms set forth below to provide services to the Company and its affiliated companies, and the Executive is willing to accept such employment and provide such services on the terms set forth in this Agreement; and

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties hereto do hereby agree as follows:

1. Certain Definitions.

     (a) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

     (b) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act

     (c) “Board” shall mean the Board of Directors of the Company.

     (d) “Cause” shall mean:

          (i) the willful and continued failure of the Executive to substantially perform the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Executive has not substantially performed the Executive’s duties,

          (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, or

          (iii) the Executive’s refusal to resign from the Company on the first anniversary of the Effective Date following the Board’s good faith written determination (provided to the Executive no later than thirty (30) days before such anniversary) that Executive is unable to devote sufficient time to the Company due to his remaining a partner of Fulbright & Jaworski L.L.P. (“Fulbright”).

     No act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the

 


 

Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, or that subparagraph (iii) applies, and specifying the particulars thereof in detail.

     (e) “Change of Control” shall be deemed to have occurred if any event set forth in any one of the following paragraphs shall have occurred:

          (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of twenty percent (20%) or more of either (A) the then outstanding common shares of the Company (the “Outstanding Company Common Shares”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), excluding any Person who becomes such a Beneficial Owner in connection with a transaction that complies with clauses (A), (B) and (C) of paragraph (iii) below;

          (ii) individuals, who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least two-thirds (2/3) of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose 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 any other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

          (iii) the consummation of a reorganization, merger, amalgamation, consolidation, scheme of arrangement, exchange offer or similar transaction of the Company or any of its subsidiaries or the sale, transfer or other disposition of all or substantially all of the Company’s Assets (any of which a “Corporate Transaction”), unless, following such Corporate Transaction or series of related Corporate Transactions, as the case may be, (A) all of the individuals and entities (which, for purposes of this Agreement, shall include, without limitation, any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization or other business entity) who were the beneficial owners, respectively, of the Outstanding Company Common Shares and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than sixty-six and two-thirds percent (66-2/3%) of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or other governing body), as the case may be, of the entity resulting from such Corporate Transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s Assets either directly or through one (1) or more subsidiaries or entities) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Shares and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such entity resulting from such Corporate Transaction) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the entity resulting from such Corporate Transaction or the combined voting power of the then outstanding voting

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securities of such entity except to the extent that such ownership existed prior to the Corporate Transaction and (C) at least two-thirds (2/3) of the members of the board of directors (or other governing body) of the entity resulting from such Corporate Transaction were members of the Incumbent Board at the time of the approval of such Corporate Transaction; or

          (iv) Approval or adoption by the Board of Directors or the shareholders of the Company of a plan or proposal which could result directly or indirectly in the liquidation, transfer, sale or other disposal of all or substantially all of the Company’s Assets or the dissolution of the Company.

     (f) “Company” shall mean Weatherford International Ltd. or any successor to Weatherford International Ltd., including but not limited to any Entity into which Weatherford International Ltd. is merged, consolidated or amalgamated, or any Entity otherwise resulting from a Corporate Transaction.

     (g) “Company’s Assets” shall mean the assets (of any kind) owned by the Company, including, without limitation, the securities of the Company’s Subsidiaries and any of the assets owned by the Company’s Subsidiaries.

     (h) “Disability” shall mean the absence of the Executive from performance of the Executive’s duties with the Company on a substantial basis for one hundred twenty (120) calendar days as a result of incapacity due to mental or physical illness.

     (i) “Employment Period” shall mean the period commencing on the Effective Date and ending on the third anniversary of the Effective Date; provided, however, that commencing on the date one year after the Effective Date, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Employment Period shall be automatically extended so as to terminate three (3) years after such Renewal Date, unless at least sixty (60) days prior to the Renewal Date the Company shall give notice to the Executive that the Employment Period shall not be so extended.

     (j) “Entity” shall mean means any corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization or other business entity.

     (k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

     (l) “Good Reason” shall mean the occurrence of any of the following:

          (i) the assignment to the Executive of any position, authority, duties or responsibilities that are not materially consistent with the Executive’s position (including status, offices and titles), authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, or any other action by the Company or any Subsidiary which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose any action not taken in bad faith and which is remedied by the Company after receipt of notice thereof given by the Executive;

          (ii) any failure by the Company or any Subsidiary to comply with any of the provisions of this Agreement (including, without limitation, its obligations under Section 3(a)) (including, for example and without limitation, assignment of the Executive to a Chief Compliance Officer position not reporting directly to the Chief Executive Officer and Board of Directors of the ultimate publicly-traded parent company as it may in the future exist) or any other agreements between the Executive and the Company or any Subsidiary, other than any failure not occurring in bad faith and which is remedied by the Company, or a Subsidiary, as appropriate, after receipt of notice thereof given by the Executive;

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          (iii) any failure by the Company or any Subsidiary to continue to provide the Executive with benefits enjoyed by the Executive at any time prior to such failure under any of the Company’s or any Subsidiary’s compensation, bonus, retirement, pension, savings, life insurance, medical, health and accident, or disability plans, or the taking of any other action by the Company which would directly or indirectly reduce any of such benefits or deprive the Executive of any fringe benefits or perquisites enjoyed by the Executive at any time prior to such action;

          (iv) the Company’s or any Subsidiary’s requiring the Executive to be based at any office or location other than as provided in Section 3(a)(i) hereof, unless otherwise agreed, or the Company’s or any Subsidiary’s requiring the Executive to travel on business more than 50% of the working days in any given quarter;

          (v) any purported termination by the Company or any Subsidiary of the Executive’s employment (including, without limitation, any secondment of the Executive without the Executive’s prior express agreement in writing);

          (vi) any failure by the Company to comply with and satisfy Section 9(b) of this Agreement;

          (vii) failure of the Company (including any successor) to agree, execute and enter into a new employment agreement with the Executive prior to the termination or expiration of this Agreement, with such employment agreement having the same terms and conditions as existed in agreements between the Company and its officers prior to December 30, 2008, and incorporating such terms and conditions that are more favorable to the Executive from all agreements existing after January 1, 2009; or

          (viii) in connection with, as a result of, or following a Change of Control, the giving of notice to the Executive that the Employment Period shall not be extended.

     In the event of a Change of Control or other Corporate Transaction in which the Company’s common shares may cease to be publicly traded, following the Change of Control or the consummation of such other Corporate Transaction, “Good Reason” shall be deemed to exist upon the occurrence of any of the events listed in clauses (i) through (vii) above and also in the event Executive is assigned to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are (A) not at or with the publicly-traded ultimate parent company of the successor to the Company or the corporation or other Entity surviving or resulting from such Corporate Transaction or (B) inconsistent with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a).

     For purposes of this Agreement, any good faith determination of “Good Reason” made by the Executive shall be conclusive.

     (m) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering by the Company of such securities, or (iv) a corporation or other entity owned, directly or indirectly, by the shareholders of the Company in the same proportions as their ownership of common shares of the Company.

     (n) “Section 


 
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