SEPARATION AGREEMENT AND
RELEASE
THIS SEPARATION
AGREEMENT AND RELEASE (this “Agreement”) is made by and
between Parker Drilling Company, a Delaware corporation
(“Parker Drilling” or the “Company”) and
Ronald C. Potter (“Executive”) and shall become
effective on the eighth day following its execution by Executive
and return to Parker Drilling, provided Executive has not revoked
his consent to this Agreement pursuant to paragraph 18(c)
(“Effective Date”). Parker Drilling and Executive are
sometimes referred to collectively as the “Parties” or
individually as a “Party”.
Parker Drilling
and Executive have reached a mutual agreement that
Executive’s employment with the Company will terminate on
March 27, 2009 (the “Termination Date”) pursuant
to the terms of this Agreement.
To achieve a final
and amicable resolution of the employment relationship in all its
aspects and in consideration of the mutual covenants and promises
herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1.
Termination of Employment Agreement. Except as otherwise
provided herein or in the Consulting Agreement executed by the
Parties as of March 28, 2009 (the “Consulting
Agreement”), this Agreement replaces and terminates that
certain Employment Agreement entered into as of July 1, 2003,
as amended by the First Amendment to Employment Agreement dated
October 26, 2005 and further amended by the Amendment to
Employment Agreement effective as of December 31, 2008
(sometimes collectively referred to as the “Employment
Agreement”) and will constitute the entire agreement between
the Parties.
2.
Minimum Payments . On the fifth business day after the
Effective Date, Parker Drilling shall pay to Executive in a lump
sum the amount of $39,509.62, which represents Executive’s
unpaid salary and vacation pay as provided for in
Section 6(a)(1) and 6(a)(3) of the Employment Agreement.
Executive acknowledges that no payment is required under
Section 6(a)(2) of the Employment Agreement.
3.
Severance Payments . On the first regularly scheduled Parker
Drilling payroll date that commences more than six months after the
Termination Date or, if later, Executive’s “separation
from service” as defined in Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations and
other guidance thereunder (“Section 409A”), Parker
Drilling shall pay to Executive in lump sum the amount of Seven
Hundred Eight Thousand Seventy-Five United States Dollars
($708,075), representing the “Additional Payment”
required by Section 6(b)(1) of the Employment
Agreement.
4.
Vesting of Restricted Stock. Executive is the recipient of
161,362 shares of Parker Drilling common stock (“Grant
Shares”), which shares are listed on Appendix A to this
Agreement, granted under certain award agreements (the
“Restricted Stock Award Agreements”) pursuant to the
terms of the Parker Drilling Company 2005 Long-Term Incentive Plan
effective as of March 18, 2005. The terms of the Restricted
Stock Award Agreements provide that Executive’s rights to the
Grant Shares shall terminate upon termination of Executive’s
employment with the Company. Under the terms of the Parker Drilling
Company 2005 Long-Term Incentive Plan (“2005 LTIP”) and
the Restricted Stock Award Agreements issued pursuant to the 2005
Plan, Executive’s rights to such Grant Shares shall continue
and such Grant Shares shall continue to vest under the terms of the
respective Restricted Stock Award Agreement during the term of
Executive’s Employment (as defined in the 2005 LTIP) as a
consultant. In addition, at any time during the term of the
Consulting Agreement, the Compensation Committee of the Board of
Directors may, in its sole discretion, authorize the proper
officers of the Company to amend the terms of any Restricted Stock
Award Agreement to accelerate the vesting schedule related to some
or all of the Grant Shares. In the event the Compensation Committee
determines to approve the amendment of the terms of any Restricted
Stock Award Agreement to accelerate the vesting schedule associated
with any Grant Shares, the Company shall given written notice to
the Executive of such amendment and such Grant Shares shall become
fully vested and transferable to Executive free of any and all
restrictions. Any Grant Share which remains subject to a vesting
schedule at the end of the term of the Consulting Agreement shall
be forfeited by Executive.
5.
Executive’s Stock Options. Executive has been awarded
25,000 stock options (“Stock Options”), which stock
options are listed on Appendix A to this Agreement, pursuant
to the Parker Drilling Company 1997 Stock Plan, as amended. The
terms of the Stock Option
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Award Agreement
entered into by the Company and Executive as of July 15, 2003
provide that Executive’s rights to the Option Shares are
exercisable only during the time Executive remains an employee,
director or consultant of the Company. Executive’s rights to
such Option Shares shall continue during the term of the Consulting
Agreement. In addition, at any time during the term of the
Consulting Agreement, the Compensation Committee of the Board of
Directors may, in its sole discretion, by written notice from the
Company to Executive, extend the exercise period related to some or
all of the Option Shares for any period from and after the
expiration of the term of the Consulting Agreement up to and
including July 15, 2010. In the event the Compensation
Committee determines to extend the exercise period associated with
any Option Shares, such Option Shares may be exercised at any time
up to the later of: (i) the expiration of the term of the
Consulting Agreement or (ii) the extended period approved by
the Compensation Committee, if any, up to and including
July 15, 2010.
6. Group
Health Coverage. Parker Drilling shall maintain
Executive’s group health plan and group dental plan coverage
for a period of eighteen (18) months following the Termination
Date, at substantially the same level of coverages as existed on
the Termination Date; provided, however, Executive and his covered
dependents, if any, shall not be required to pay any portion of the
premium cost to retain such coverages but in all other respects
shall be treated the same as other participants under the terms of
such plans. Following the expiration of the 18-month period,
Executive shall be entitled to elect additional continuation
coverage under such plans pursuant to the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”)
and the Company’s procedures for COBRA administration, or
otherwise. In the event that such additional COBRA coverage is
elected, (i) the COBRA time period shall not be reduced by the
post-termination continuation coverage provided pursuant to the
foregoing provisions of this paragraph and (ii) Executive (and his
covered dependents, if any) must pay the full COBRA premium rates
as effective during such coverage period. In the event of any
change to the group health plan or group dental plan following the
Termination Date, Executive and his spouse and dependents, as
applicable, shall be treated consistently with the then-current
senior officers of Parker Drilling (or its successor) with respect
to the terms and conditions of coverage and other substantive
provisions of the plan; provided, however, no participant
contributions shall be required from them unless the additional
COBRA coverage period is in effect. Executive and his spouse hereby
agree to acquire and maintain any and all coverage that
either
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or both of them
are entitled to at any time during their lives under the Medicare
program or any similar program of the United States Government or
any agency thereof (hereinafter referred to as
“Medicare”). The coverage described in the immediately
preceding sentence includes, without limitation, parts A and B of
Medicare and any additional parts of Medicare. Executive and his
spouse further agree to pay any required premiums for Medicare
coverage from their personal funds. Notwithstanding the foregoing
provisions, the coverage of Executive (and his dependents, if any)
under such medical and/or dental plans maintained by Parker
Drilling shall terminate in the event that Executive becomes
employed by another for-profit employer which maintains a group
health plan or plans for its employees providing group medical
coverage and group dental coverage; provided, however, any
additional COBRA coverage shall not be terminated unless and until
permitted under COBRA.
7.
Withholdings; Right of Offset. Parker Drilling may withhold
and deduct from any benefits and payments made or to be made
pursuant to this Agreement (a) all Federal, state, local and
other taxes as may be required pursuant to any law or governmental
regulation or ruling, and (b) all other normal deductions made
with respect to Parker Drilling’s employees generally, to the
extent permissible under Section 409A.
8.
Indemnity Rights. This Agreement shall not impair in any way
the rights of Executive or the obligations of Parker Drilling under
the terms of that certain Indemnification Agreement between Parker
Drilling and the Executive dated April 6, 2004, and by its
execution of this Agreement Parker Drilling expressly re-affirms
all the rights of Executive and obligations of Parker Drilling
under the terms of said Indemnification Agreement. Further,
Executive will be given reasonable access to all Parker Drilling
records that are deemed necessary or helpful to Executive or his
counsel on any matter to which the Indemnification Agreement
applies subject to execution by Executive of a Confidentiality
Agreement with terms and conditions reasonably acceptable to Parker
Drilling related to such records.
9.
Miscellaneous Matters. Executive shall be allowed to retain
the iPhone provided by Parker Drilling without cost to Executive,
but Executive shall assume and pay all usage, repair or replacement
charges associated with the cellular phone from and after the
termination of the Consulting Agreement. Executive shall also be
allowed to retain the laptop computer provided by Parker Drilling
without cost to Executive; provided, however, Parker
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Drilling
retains the right to remove any information related to Parker
Drilling which exists on the laptop fr
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