Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is effective as of the 1st of May, 2009,
by and between SCHLUMBERGER LIMITED , a Netherlands Antilles
corporation (the “Company”), and Dalton Boutte, an
individual currently residing in Houston, TX
(“Executive”).
1. 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 13, the Company and Executive
wish to establish an Employment Agreement retaining
Executive’s services 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.
2. Term and Extent of
Services : During the Initial Term, as defined below, Executive
shall be employed as Vice President Industry Affairs reporting to
Andrew Gould, Chairman & CEO. During the Secondary Term,
as defined below, Executive shall be employed as Senior Advisor
reporting to Andrew Gould, Chairman & CEO. The term hereof
shall commence May 1st, 2009 (the “Effective
Date”) and shall continue until the close of business on
January 31st, 2013 (the “Term”). The initial term
as referenced herein shall commence on the Effective Date and shall
continue until December 31st, 2009 (the “Initial
Term”). The Secondary Term shall commence January 1st,
2010 and shall continue until January 31st, 2013 (the
“Secondary Term”). During the Initial Term, Executive
agrees to devote up to 100% of his business 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 appropriate management of
the Company. During the Secondary Term, Executive agrees to devote
up to 50% of 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
appropriate management of the Company. At the expiration of the
Term, Executive agrees to voluntarily retire from the Company and
all affiliates.
Nothing herein shall prohibit
Executive, during the Term, from being engaged as a consultant to
organizations and businesses, except those described as
Unauthorized Competitors in Section 5, provided that
Executive’s work as a consultant does not affect his ability
to perform the duties and responsibilities assigned to him under
this Agreement.
3. Compensation and Benefits
:
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(a)
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Salary : During the Initial Term, Executive’s
base salary shall be US$54,166.67 per month. During the Secondary
Term, Executive’s base salary shall be US$40,625.00 per
month. During
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the Term, Executive’s base
salary shall be payable semi-monthly in accordance with the
Company’s normal payroll practices.
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(b)
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Welfare
Benefits : During the
Term, Executive shall be eligible to participate in the
Company’s health, welfare and insurance plans (e.g., medical,
dental, vision, life insurance, short- and long-term disability,
etc.) on a basis comparable to that of other U.S.
employees.
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(c)
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Pension and
Profit Sharing : During
the Term, or if Executive’s employment is terminated sooner
pursuant to Section 4, until such termination, Executive shall
continue to accrue benefits under the Company’s qualified and
non-qualified pension and profit sharing plans based on an annual
base salary of $650,000. Executive will also accrue benefits under
the same plans, based on the Incentive payment to be made to him on
February 2010, as per section 3(d) below. Payments under the
Company’s non-qualified pension and profit sharing plans will
be made in accordance with the terms of the relevant plan upon
separation from service with the Company.
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(d)
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Incentive
Plans : During the
Initial Term, Executive will participate in the Company’s
Performance Incentive Program at a range level of 100% of base pay.
During the Secondary Term, Executive shall not participate in the
Company’s Performance Incentive Plan.
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i.
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During the
Term, or if Executive’s employment is terminated sooner
pursuant to Section 4, until such termination, Executive will
continue to vest in stock options previously granted to Executive
under the Company’s stock option plans in accordance with the
terms of those plans and any applicable agreements.
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ii.
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Upon
termination of employment, except for a termination for Cause
pursuant to Section 4 (c) or upon Executive’s
employment with an Unauthorized Competitor as described in
Section 5 (c) (i), Executive shall have the lesser of 5
years or the length of time left on the option term from the date
of such termination to exercise any previously granted stock
options, to the extent that such options were exercisable as of the
date of such termination.
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iii.
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Vacation
: During the Initial Term, Executive
shall continue to accrue vacation. Executive shall be paid on the
last day of the Initial Term a cash amount representing his accrued
and unused vacation accumulated as of December 31, 2009.
During the
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Secondary Term, Executive shall
not be eligible to accrue vacation pay.
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(e)
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Expense
Reimbursement: Executive
shall be reimbursed for any expenses incurred in the normal course
of performing his duties, including any travel expenditures
necessary to satisfactorily perform his duties. Executive shall
submit all invoices for such incurred costs to the Company no later
than 30 days prior to the end of the taxable year following the
taxable year in which they were incurred. The Company shall
reimburse Executive for such costs within 14 days of receipt of
such invoices.
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4. Termination of Employment
: Should Executive’s employment terminate prior to the end of
the Term, the following provisions of this Section 4 shall
govern the rights of Executive under this Agreement:
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(a)
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Termination
Due to Death : In the
event Executive’s employment terminates during the Term as a
result of Executive’s death, Executive’s beneficiary or
beneficiaries shall receive any base salary and benefits accrued
but unpaid as of his death, plus any amounts payable on account of
Executive’s death pursuant to any other plan or program of
the Company.
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(b)
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Termination
Due to Disability : In
the event Executive’s employment terminates during the Term
due to his disability within the meaning of any long-term
disability plan maintained by the Company and covering Executive as
of the date of Executive’s disability, Executive shall
receive any base salary and benefits accrued but unpaid as of the
date of his termination due to disability, plus any amounts payable
on account of Executive’s disability pursuant to any other
plan or program of the Company.
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(c)
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Termination
by the Company for Cause : In the event the Company terminates
Executive’s employment during the Term for Cause, as defined
below, he shall be entitled to:
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i.
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His base salary
through the date of the termination of his employment for Cause;
and
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ii.
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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.
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“Cause” means
Executive’s dishonesty, conviction of a felony, willful
unauthorized disclosure of confidential information of the Company,
or willful refusal to perform the duties of Executive’s
position or positions with the Company.
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(d)
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Voluntary
Termination : Upon 15
days’ prior written notice to the Company (unless otherwise
waived by the Company), Executive may voluntarily terminate his
employment with the Company. A voluntary termination pursuant to
this Section 4(d) shall not include a termination under
Section 4 (a), 4 (b) or 4 (c) above, and shall not
be deemed a breach of this Agreement by Executive (except if
Executive accepts employment or other prohibited association with
an Unauthorized Competitor, as defined below, during the Term of
this Agreement).
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In the event Executive voluntarily
terminates his employment during the Term, and (I) does not
become employed by an Unauthorized Competitor or (II) becomes
employed by another Oil & Gas related Company with consent
of the Chief Executive Officer (which consent will not be
unreasonably withheld), he shall be entitled to:
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i.
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his base salary
through the date of the termination of his employment;
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ii.
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other benefits
for which he is eligible in accordance with applicable plans or
programs of the Company;
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iii.
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exercise any
stock options granted under a stock option plan of the Company that
vested during the Term of the Agreement (and prior to his
termination date) for up to the lesser of 5 years or the amount of
time left on the option term after his termination date but not to
exceed the original option term.
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(e)
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Termination
Due to Mutual Agreement :
In the event the Company and the Executive mutually agree to
terminate this Agreement, the Executive’s employment will be
terminated and he shall be entitled to:
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i.
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his base salary
through the date of the termination of his employment;
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ii.
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other benefits
for which he is eligible in accordance with applicable plans or
programs of the Company;
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iii.
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exercise any
stock options granted under a stock option plan of the Company that
vested during the Term of
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