SETTLEMENT AGREEMENT AND RELEASE
OF CLAIMS
This Settlement
Agreement and Release of Claims (“Settlement
Agreement”) is entered into on this 3rd day of March, 2009
(“Effective Date”), by and between W. Phillip Marcum
(“Marcum”) and Key Energy Services, Inc.
(“Key”).
WHEREAS, on or
about July 1, 1996, Key granted 50,000 stock options to
Marcum, with an exercise price of $8.3125 per share and an
expiration date of July 1, 2006, and on or about April 16,
1997, Key granted 20,000 stock options to Marcum, with an exercise
price of $13.25 per share and an expiration date of April 16,
2007 (collectively referred to as the “70,000
Options”);
WHEREAS, in March
of 2004, Key announced that it would not be able to complete its
Securities and Exchange Commission (“SEC”) 10-K report
on a timely basis due to problems in the accounting for fixed
assets and as a result, Key lost its registration statement and
certain trading restrictions were immediately imposed upon
it;
WHEREAS, on or
about April 8, 2004, Key advised all option holders, including
Marcum, that because Key did not have an effective registration
with the SEC, it could not allow the exercise of stock
options;
WHEREAS, option
holders were unable to exercise stock options from April 8,
2004 until September, 26, 2007; and
WHEREAS, the
70,000 Options expired before Marcum was able to
exercise.
NOW THEREFORE, in
consideration of the foregoing and mutual promises and mutual
covenants contained herein, the sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties agree
as follows:
1.
Consideration . Within ten (10) business days after the
Effective Date, Key shall pay to Marcum the total sum of
$194,973.75 (the “Settlement Payment”). Payment shall
be made by [INSERT PAYMENT INSTRUCTIONS].
2.
Release . Upon execution of this Settlement Agreement and
payment of the Settlement Payment, Marcum, individually and on
behalf of his spouse, heirs, beneficiaries, agents, estates,
executors, administrators, personal representatives, successors and
assigns, and anyone else who claims rights against Key through or
as a result of any relationship with Marcum, fully, finally and
forever releases, discharges and covenants not to sue Key, its
parent, subsidiaries, affiliated companies, partners and joint
venturers, their respective predecessors, successors,
successors-in-interest and assigns, and the respective officers,
directors, employees, agents, representatives, insurers and
attorneys of any of the foregoing from any and all claims, demands
and suits, whether known or unknown, asserted or unasserted,
suspected or unsuspected, regardless of the legal theor
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