|
|
|
|
Document Preview Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Agreement |
|||
|
Entities: |
Varco International, Inc.; Varco International, Inc.; George Boyadjieff |
|||
|
Date: |
2003 |
|||
|
Size: |
21KB total |
|||
|
Price: |
$32 |
|||
|
ID: |
#165156 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
AGREEMENT
This Agreement (this Agreement) is made and entered into as of the 29th day of November, 2002 (the Effective Date) between Varco International, Inc., a Delaware corporation, (Varco) and George Boyadjieff (the Executive).
WHEREAS, the Executive and Varco (as a result of a merger) are parties to an Executive Agreement with an Effective Date of March 22, 2000; and
WHEREAS, pursuant to that Executive Agreement and pursuant to action by the Board of Directors of Varco, Executive has been nominated annually as a Director of Varco and upon election by the shareholders has served as a Director of Varco; and
WHEREAS, Executive currently serves as the duly elected and appointed Chairman of the Board and Chief Executive Officer (CEO) of Varco; and
WHEREAS, the Board and Executive wish to provide for a transition to transfer the offices of Chairman and CEO from Executive to John F. Lauletta and to provide for Executives continued employment and affiliation with Varco after such transfer; and
WHEREAS, Varco and Executive wish to mutually terminate the Executive Agreement and enter this Agreement to provide for such transition and continued employment; and
WHEREAS, Varco believes it to be in the best interests of its stockholders that such transition take place and that Executive continue as an employee of Varco after such transition.
NOW, THEREFORE, in consideration of these premises and Executives continued employment with Varco as further set out herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Varco and Executive agree as follows:
|
1. |
Term of Agreement. | ||
|
|
| ||
|
|
This Agreement shall commence on the Effective Date and shall continue in effect, unless terminated earlier as otherwise set forth herein through December 31, 2004 (except for Sections 2E and 2F, which shall continue through the end of the respective periods described therein, Section 7, which shall continue in perpetuity and Section 8 which shall remain in effect until December 31, 2006). | ||
|
|
| ||
|
2. |
Transition Period. | ||
|
|
| ||
|
|
A. |
|
The Transition Period shall be from January 1, 2003 until the Varco Annual Meeting of Stockholders in May 2003. Executive shall no longer serve as CEO or as an Executive Officer of Varco effective January 1, 2003. From January 1, 2003 until December 31, 2004, unless terminated earlier pursuant to the terms of this Agreement, Executive shall be employed by Varco, with such duties and responsibilities as determined by the Board of Directors or the new CEO, including advising on technical issues. |
|
|
|
|
|
|
|
B. |
|
Executive will continue to hold the office of Chairman of the Board through the Annual Meeting of Shareholders of Varco to be held in May, 2003. As Chairman, Executive will preside at the meetings of the Board of Directors. |
|
|
|
|
|
|
|
C. |
|
As long as Executive is employed by Varco and serves on the Board of Directors, Executive will be considered as an Employee Director and will not be eligible for compensation provided for non-employee Directors. | |
|
|
|
|
| |
|
|
D. |
|
From January 1, 2003, through December 31, 2003, Executive is entitled to normal business expense reimbursement not to exceed Forty Five Thousand Dollars ($45,000.00). From January 1, 2004 through December 31, 2004, the normal business expense reimbursement shall not exceed Twenty Five Thousand Dollars ($25,000). Any expenditures exceeding these amounts must be pre-approved by the CEO. All such expense reimbursement must be approved by the Chairman of the Compensation Committee. | |
|
|
|
|
| |
|
|
E. |
|
Executive will be nominated by the Board for a seat on the Board of Directors of Varco to be submitted to the stockholders for election at the May 2003 Annual Stockholders Meeting. | |
|
|
|
|
| |
|
|
F. |
|
During the term of his employment during the Transition Period, Executives compensation will consist of a base salary of Three Hundred Twenty Five Thousand Dollars ($325,000.00) per annum ($27,083.33 per month) with the then current benefits generally provided to executive officers of Varco. Any incentive compensation will be solely at the discretion of the Compensation Committee.
Home Intelligence Services Subscriptions News About Us |