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Title: |
Employment Agreement |
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Date: |
2005 |
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Preview shows 6KB of 41KB total |
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Price: |
$41 |
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ID: |
#902499 |
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EMPLOYMENT AGREEMENT
between
HORIZON OFFSHORE, INC.
and
WILLIAM B. GIBBENS, III
Dated as of July 6, 2005
EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) is entered into and effective as of July 6, 2005 between Horizon Offshore, Inc., a Delaware corporation (the Company), and William B. Gibbens, III (Executive).
W I T N E S S E T H:
WHEREAS, the Company and Executive are parties to that certain Amended and Restated Employment and Non-Competition Agreement, dated as of July 1, 2003 (the Prior Agreement);
WHEREAS, the Company and Executive desire to terminate the Prior Agreement and supersede and replace the Prior Agreement with this Agreement; and
WHEREAS, the Company desires to continue to employ Executive, and Executive desires to continue to serve the Company, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereby agree as follows:
1. Employment. The Company agrees to continue to employ Executive, and Executive agrees to be employed by the Company, during the Employment Period (as defined in Section 4(a)), on the terms and subject to the conditions set forth in this Agreement. Executive and the Company hereby agree that, effective as of the date of this Agreement, the Prior Agreement is hereby terminated and shall be of no further force or effect.
2. Position and Duties.
(a) Executive agrees to serve as Executive Vice President and General Counsel of the Company or in such other capacity, position or duties of greater or equal authority to which Executive may be assigned by the Companys Board of Directors (the Board). The Executives capacity, position or duties after a Change of Control (which for purposes of this Agreement shall have the meaning given to such term in Section 11.12(a) of the Companys 2005 Stock Incentive Plan (the Incentive Plan)) shall not be considered of greater or equal authority with Executives capacity, position or duties prior to a Change of Control unless (i) after the Change of Control the Executive holds an equivalent position with, and exercises equivalent or greater authority and has equivalent or greater duties on behalf of, the Company or the Post-Transaction Corporation (as defined in the Incentive Plan) and (ii) after the Change of Control the Executives place of employment shall be inside the Houston metropolitan area. Executive agrees to perform diligently and to the best of Executives abilities the duties and services pertaining to such capacities or positions as reasonably determined by the Board, as well as such additional or different duties and services to which Executive may from time to time be reasonably directed to perform by the Board. Executives position, job
1
descriptions, duties and/or responsibilities may be modified from time to time in the sole discretion of the Board; provided, however, that Executive may not be assigned to any capacity or position of lesser authority than that of an executive officer of the Company. Executive agrees to devote his full business time and attention to the business and affairs of the Company and shall use his best efforts in faithfully performing his duties and responsibilities under this Agreement.
(b) Executive may not engage, directly or indirectly, in any other business, investment or activity that interferes with Executives performance of his duties hereunder, is contrary to the interest of the Company or any of its subsidiaries (each, a Horizon Company, or collectively, the Horizon Companies) or requires any significant portion of Executives business time. Notwithstanding the foregoing, the parties recognize and agree that Executive may engage in passive personal investments and other business activities which do not interfere with the business and affairs of the Company or interfere with Executives performance of his duties hereunder.
(c) Executive agrees to perform his duties and responsibilities under this Agreement in accordance with the Companys general policies and directives as they may exist at any given time, including, without limitation, the Companys Code of Ethics and Business Conduct.
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