Exhibit 10.1
SEPARATION AGREEMENT
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This Separation Agreement (the "Agreement") is entered into by
and between,
and shall inure to the benefit of and be binding upon, the
following parties:
Bruce W. Wilkinson, hereinafter referred to as "Mr. Wilkinson"
; and
McDERMOTT
INCORPORATED,
hereinafter referred
to as the
"Company."
WITNESSETH:
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WHEREAS, Mr.
Wilkinson resigned from employment with the
Company on September 30, 2008 (the "Resignation Date"); and
WHEREAS, the Company
and Mr. Wilkinson mutually desire to
establish and agree upon the terms and conditions of Mr.
Wilkinson's
separation
from service.
NOW, THEREFORE,
in consideration of the mutual
promises and
obligations set forth
herein, Mr.Wilkinson and the Company hereby agree as
follows:
1.
Payments by the Company. If a bonus is paid to Company
employees for
fiscal year 2008 under
the McDermott
International,
Inc. Executive
Incentive Compensation
Plan (the "EICP"), the Company will pay a bonus
to Mr. Wilkinson. The gross amount of such bonus shall be
calculated by
multiplying Mr.
Wilkinson's annualized
base salary on January 1, 2008
by 100%, multiplying the resulting product by the applicable
performance factor
(not to exceed 2X), and multiplying the resulting
figure by nine-twelfths (9/12). Any such bonus shall be paid in
accordance with the
Company's customary practice, but in no event later
than March
15, 2009, and shall be subject to appropriate tax
withholdings.
<PAGE>
Mr. Wilkinson
previously received certain awards (the "Awards") under
the McDermott International, Inc. 2001 Directors and Officers Long
Term
Incentive Plan (the
"LTIP"). Subject to
the provisions of Paragraph 5
below, Mr. Wilkinson's outstanding unvested Awards shall remain in
full
force and effect
during the period from the Resignation Date through
September 30, 2010 and any Awards scheduled to vest during that
period
shall become
vested and payable in
accordance
with the terms of
the
LTIP and the applicable Grant Agreement. All other outstanding
unvested
Awards not scheduled
to vest during that
period shall be
forfeited,
unless a Change in Control (as defined in the LTIP) occurs and results
in an early vesting on or before September 30, 2010.
2.
Retiree Benefits.
As of the first day of
the month coincident with or
next following
his attainment of age 65, Mr.
Wilkinson shall begin
receiving benefits under the Retirement Plan for Employees of
McDermott
Incorporated and Participating Subsidiary and Affiliated Companies
and,
subject to Paragraph
5 below, under the Restoration of Retirement
Income Plan (the "Excess Plan"). In addition, Mr. Wilkinson shall be
entitled to receive the portion of his account balance in the
McDermott
International, Inc. New Supplemental Executive Retirement Plan
("SERP")
in which he is vested as of his Resignation Date, and the vesting of
the
remaining portion of his SERP account shall be accelerated so
that,
subject to Paragraph
5 below, Mr. Wilkinson is 100% vested in such
account as of his Resignation Date. SERP benefits shall be
distributed
in accordance with Mr. Wilkinson's existing election, in a single lump
sum payment on the first day of the calendar month next following the
six month anniversary of his Resignation Date.
3.
Cooperation and Advisory Services. During the period beginning on
the
Resignation Date and continuing for twenty-four months thereafter,
Mr.
Wilkinson shall provide such cooperation and advisory
services as the
Company may request
with respect to
matters in which he was involved
during his employment
with the Company and similar matters arising in
the ordinary
course of business. Additionally, the Company or its
affiliates may
request Mr.
Wilkinson's
assistance
with respect to
matters outside the ordinary course of business; provided that any
such
request shall be subject to mutually acceptable terms and
conditions.
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<PAGE>
4.
Release of Claims.
In consideration of
the foregoing, the
adequacy of
which is hereby expressly acknowledged, Mr. Wilkinson hereby
unconditionally and irrevocably releases and forever discharges, to
the
fullest extent
applicable law
permits, the
"Releasees,"
as defined
below, from any and every action, cause of action, complaint, claim,
demand, administrative
charge, legal right, compensation, obligation,
damages (including
consequential,
exemplary and punitive damages),
liability, cost and/or expense (including attorney's fees) that he
has,
may have or may be entitled to from or against the Releasees, whether
legal, equitable
or administrative, in any forum or jurisdiction,
whether known or unknown, foreseen or unforeseen, matured or
unmatured,
accrued or not accrued which arises directly or indirectly
out of, or
is based on or related in any way to Mr. Wilkinson's employment
with or
termination of
employment
from
the Company, its predecessors,
successors and
assigns and past, present and future affiliates,
subsidiaries,
divisions and parent
corporations,
including, without
limitation, any
such matter arising from the negligence, gross
negligence or willful
misconduct
of the Releasees, (together, the
"Released Claims"); provided, however, that this Release does not
apply
to any claims
solely and specifically (1) arising under the Age
Discrimination in
Employment Act of 1967, as amended arising after the
date this Agreement is executed, (2) for indemnification (including,
without limitation,
under the Company's
organizational
documents or
insurance policies)
arising in connection with an action instituted by
a third party against the Company, its affiliates or Mr. Wilkinson in
his capacity
as a former
officer or
director of the Company or its
affiliates, or (3)
arising from any
breach or failure to perform this
Agreement.
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<PAGE>
The parties
intend this Release to cover any and all such
Released
Claims, whether
arising under any employment contract (express or
implied), policies,
procedures or
practices of any of the Releasees,
and/or by any acts or
omissions of any of the Releasees' agents or
employees or former agents or employees and/or whether arising under
any state or federal
statute, including but not limited to Texas'
employment
discrimination laws,
all federal
discrimination laws, the
Age Discrimination in Employment Act of 1967, as amended,
the Employee
Retirement Income Security Act of 1974, as amended, all local laws and
ordinances and/or
common law, without exception. As such, it is
expressly acknowledged
and agreed that this Release is a general
release, representing
a full and complete disposition and satisfaction
of all of the
Company's real
or alleged legal obligations to Mr.
W
