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NonSolicitation Agreement

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 This NonSolicitation Agreement involves

ATWOOD OCEANICS INC | Atwood Oceanics, Inc

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Title: NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Governing Law: Texas     Date: 5/27/2016
Industry: Oil Well Services and Equipment     Sector: Energy

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Exhibit 10.1

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Pursuant to this Non-Competition and Non-Solicitation Agreement (this “Agreement”), Atwood Oceanics, Inc. (the “Company”) hereby awards you the following, subject to the Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan, as amended (the “Plan”) and any rules and regulations adopted by the Compensation and Human Resources Committee of the Board of Directors of the Company and conditioned upon your execution of this Agreement by May 25, 2016 (the “Date of Grant”). Terms used herein and not otherwise defined shall have the meaning set forth in the Plan.

 

1.

Non-Competition, Non-Solicitation and Confidentiality . You agree to the following restrictive covenants.

(a) Non-Competition . From Date of Grant through the second anniversary of the Date of Grant (the “Non-Competition Period”), you agree not to be employed by any person or entity in, or otherwise act or provide services as an executive, consultant, owner, shareholder, director, partner, agent, independent contractor, trustee, beneficiary, advisor, volunteer or in any other capacity engage in, or propose to engage in, any business which is primarily engaged in the offshore drilling and workover of oil and gas wells in any country (or its territorial waters) in which the Company (i) has offices, establishes offices or has definitive plans to locate an office or (ii) has provided offshore oil and gas drilling services, in each case during the Non-Competition Period or during the five-year period ended on the Date of Grant. Notwithstanding the foregoing, during the Non-Competition Period, nothing herein shall prohibit you from acquiring or holding, solely as a passive investment, not more than five percent (5%) of the outstanding shares of, or other interests in, any entity that is subject to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, or traded on a recognized exchange. This Section 1(a) shall continue in full force and effect after termination of your employment, unless your termination is by the Company for the convenience of the Company without Cause (as defined in Section 4(b) below).

(b) Non-Solicitation . From Date of Grant through the third anniversary of the Date of Grant, you agree that you will not either directly or indirectly, on your own behalf or on behalf of others, hire, solicit, induce, recruit or encourage any of the employees of the Company, its subsidiary or an affiliate (collectively, the “Company Group”) to leave their employment, or attempt to solicit, induce, recruit, or hire employees of the Company Group. This Section 1(b) shall continue in full force and effect after termination of your employment, unless your termination is by the Company for the convenience of the Company without Cause (as defined in Section 4(b) below).

(c) Confidentiality . You agree to keep this Agreement strictly confidential, and will cause your attorneys, accountants and others who need to see this Agreement to do likewise, except to the extent disclosure is necessary for tax, securities laws and regulations, stock exchange rules, or other legal purposes. You further agree that you will not, except as the Company Group may otherwise consent or direct in writing, reveal, sell, use, lecture upon, publish or otherwise disclose to any third party any Confidential Information or proprietary information of the Company Group, or authorize anyone else to do these things at any time whether during or subsequent to your employment with the Company Group. This Section 1(c)


shall continue in full force and effect after termination of your employment. You shall continue to be obligated under this Section 1(c) not to use or to disclose Confidential Information of the Company Group so long as it shall not be publicly available. Your obligations under this Section 1(c) with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information include matters that you conceive or develop, as well as matters you learn from other employees of the Company Group. Nothing in this Section 1(c) shall apply to or restrict in any way the communication of information by you to any state or federal law enforcement agency, so long as you use your best efforts to the extent reasonably practicable to provide prior notice to the Company thereof, and you will not be in breach of the covenants contained in this Section 1(c) solely by reason of testimony which is compelled by process of law. For purposes of this Agreement, “Confidential Information” shall mean information: (i) disclosed to or known by you as a consequence of or through your employment with the Company Group; (ii) not generally known outside the Company Group; and (iii) which relates to any aspect of the Company Group or their business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to, the Company Group’s trade secrets, proprietary information, financial documents, long range plans, customer information, employee compensation, marketing strategy, data bases, pricing and costing data, patent information, computer software developed by the Company Group, investments made by the Company Group, and any information provided to the Company Group by a third party under restrictions against disclosure or use by the Company Group or others.

(d) Relief . The Company shall provide you with written notice asserting any breach by you of any of the covenants contained in this Section 1. In the event of any such breach by you of this Section 1, (i) any unvested portion of the Award (as defined in Section 3(c) below) will immediately and automatically be terminated and forfeited in its entirety without consideration as of the date of such breach and (ii) the cash equivalent of the Award that has previously been paid to you prior to the date of such breach shall be paid by you to the Company, with the cash equivalent value of the Restricted Stock Units (as defined in Section 3(b) below) to be equal to the greater of the Fair Market Value of the shares of Common Stock at the date of receipt by you of such shares or the date of written notice from the Company asserting the breach. To the extent applicable, the restrictive covenants in this Section 1 shall survive the bankruptcy of the Company. You recognize and acknowledge that a breach of the covenants contained in this Section 1 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, you agree that in the event of a breach of any of the covenants contained in this Section 1, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

 

2.

Execution Consideration . In consideration for your agreement, by the Date of Grant, to the restrictive covenants in Section 1 of this Agreement, you will receive a lump sum cash payment equal to $                (the “Execution Consideration”), payable within 30 days following the Date of Grant.

 

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3.

Vesting/Forfeiture .

(a) Cash Award . You are hereby granted the opportunity to receive $                (the “Cash Award”). Except as otherwise provided pursuant to Sections 1, 4 or 5, the Cash Award shall become vested on the second anniversary of the Date of Grant (the “Final Vesting Date”), and shall be payable in a lump sum within 30 days following the Final Vesting Date.

(b) Restricted Stock Units . You are hereby granted $                in restricted stock units, valued as of the closing price of the Company’s Common Stock, $1.00 par value, on May 25, 2016, evidencing your right, subject to the terms of this Agreement, to receive an equivalent number of shares of Common Stock, subject to adjustment as provided in Section 11 of the Plan and settled in accordance with Section 6 below (the “Restricted Stock Units”). Except as otherwise provided pursuant to Sections 1, 4 or 5, all Restricted Stock Units shall become vested on the Final Vesting Date.

(c) Forfeiture . If your employment with the Company Group terminates for any reason other than by reason of your death or Disability (as defined below), or by the Company for the convenience of the Company without Cause, the unvested portion of the Cash Award and the Restricted Stock Units shall be automatically forfeited on the date of your termination of employment. Furthermore, the Cash Award, the Restricted Stock Units and the Execution Consideration (collectively, the “Award”) is subject to forfeiture if the Committee determines, in its sole discretion, that you have taken any unlawful action that is detrimental to the Company, you have violated Company policy, or you have violated any of the terms of this Agreement.

 

4.

Termination of Employment .

(a) Death or Disability . If your employment with the Company Group is terminated by reason of your death during the two-year period beginning on the Date of Grant and ending on the Final Vesting Date (the “Vesting Period”) or if you become Disabled during the Vesting Period, the Award will automatically become fully vested on the date of your death or on the date of your Disability, as applicable. The Cash Award shall be paid within 30 days following the date of your death or on the date of your Disability, as applicable, and the Restricted Stock Units shall be settled in accordance with Section 6 below. For purposes of this Agreement, you are considered to be “Disabled” or have a “Disability” on the date that you become eligible for long-term disability benefits pursuant to the Company’s long-term disability plan.

(b) Termination for Cause . If your employment with the Company Group is terminated by the Company for Cause during the Vesting Period then, in addition to the forfeiture of the unvested portion of the Award pursuant to Section 3(c), you agree to immediately pay the Company an amount of cash equal to the sum of the Execution Consideration. Additionally, you will remain subject to the restrictive covenants described in Section 1. For purposes of this Agreement, “Cause” shall mean: (i) a material breach by you of the duties, obligations and responsibilities of your position with the Company Group (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on your part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company Group and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach, or (ii) your conviction of a felony involving moral turpitude.

 

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(c) Termination for


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