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Agreement#: AG-333915
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Senior Vice President Marketing and Business Development Employment Agreement - Nigel Lakey

Parties:

Tesco

Sectors: Energy
Governing Law:  Texas
Exhibit 10.19

EMPLOYMENT AGREEMENT

This Employment Agreement made effective May 1, 2006 (the " Agreement" ) is between TESCO CORPORATION, a corporation organized under the laws of the Province of Alberta, Canada (hereinafter referred to as " Employer" ) and NIGEL M. LAKEY (hereinafter referred to as " Executive" ). The Employer and Executive are collectively referred to herein as the " Parties," and individually referred to as a " Party."

R E C I T A L S :

WHEREAS, Employer desires to employ Executive as Senior Vice President Marketing and Business Development on a continuing basis;

WHEREAS, Executive desires to be employed by Employer pursuant to all of the terms and conditions hereinafter set forth; and

WHEREAS, Executive will have access to Employer' s Confidential Information as a result of his employment with Employer.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is AGREED as follows:

1. Purpose . The purpose of this Agreement is to formalize the terms and conditions of Executive' s employment with Employer. The recitals contained herein represent both Parties' intentions with respect to the terms and conditions covered and cannot be amended during the term of the Agreement except by written addendum to the Agreement signed by both Parties.

2. Definitions . For the purposes of this Agreement, the following words shall have the following meanings:

(a) " Employer" means TESCO CORPORATION. (b) " Cause," in connection with a termination by Employer, shall mean: (1) embezzlement or theft by Executive of any property of Employer; (2) any breach by Executive of any material provision of this Agreement; (3) any act by Executive constituting a felony or otherwise involving theft, fraud, gross dishonesty, or moral turpitude; (4) negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer, or director of Employer; (5) Executive' s breach of his fiduciary obligations to Employer; or (6) any chemical dependence of the Executive which adversely affects the performance of his duties and responsibilities to Employer.

(c) " Change of Control" means: (1) the acceptance of a take-over offer by shareholders representing 35% of the issued and outstanding Common Shares; (b) the acquisition by any company(ies) or individual(s) of more than 35% of the issued and outstanding Common Shares; (c) the acquisition by any company(ies) or individual(s) of

EMPLOYMENT AGREEMENT Page 1

less than 35% of the issued and outstanding Common Shares which nevertheless results in the ability of such company(ies) or individual(s) to elect a majority of the directors of the Corporation or affect management of the Corporation; (d) the merger, consolidation or amalgamation of the Corporation with another entity; or (e) the sale of all or substantially all of the assets of the Corporation.

(d) " Confidential Information" means information (1) disclosed to or known by Executive as a consequence of or through his employment with Employer; (2) not generally known outside Employer; and (3) which relates to any aspect of Employer or its business, research, or development. " Confidential Information" includes, but is not limited to, Employer' s trade secrets, proprietary information, business plans, marketing plans, financial information, compensation and benefit information, cost and pricing information, customer contacts, suppliers, vendors, and information provided to Employer by a third Party under restrictions against disclosure or use by Employer or others.

(e) " Conflict of Interest" means any activity which might adversely affect Employer or its affiliates, including ownership of a material interest in any supplier, contractor, distributor, subcontractor, customer, or other entity with which Employer does business.

(f) " Copyright Works" are materials for which copyright protection may be obtained including, but not limited to: literary works (including all written material), computer programs, artistic and graphic works (including designs, graphs, drawings, blueprints, and other works), recordings, models, photographs, slides, motion pictures, and audio-visual works, regardless of the form or manner in which documented or recorded.

(g) " Good Reason," in connection with a termination by Executive, shall occur when the Employer, without Cause, (i) implements a material adverse change in the overall level of the responsibilities and/or duties of the Executive; (ii) reduces Executive' s base compensation, with the base compensation meaning the Executive' s Salary, Benefits and Stock Options; (iii) implements a material adverse change in the terms of Executives performance bonus program for calendar years subsequent to 2006, unless offset by an increase in other compensation; (iv) requires that Executive change his primary work location by more than fifty (50) miles or; (v) creates a material breach of this Agreement by the Employer that continues for more than thirty (30) days after Executive gives written notice to the Employer regarding such breach.

(h) " Inventions" means inventions (whether patentable or not), discoveries, improvements, designs, and ideas (whether or not shown or described in writing or reduced to practice) including, and in addition to any such Confidential Information or Copyright Works.

3. Duration . The relationship of employment established by this Agreement shall become effective on May 1, 2006, and continue unless terminated as hereinafter provided.

EMPLOYMENT AGREEMENT Page 2

4. Duties and Responsibilities . Upon the effective date of employment under this Agreement, Executive shall diligently render his services to Employer as Senior Vice President Marketing and Business Development, in accordance with Employer' s directives, and shall use his best efforts and good faith in accomplishing such directives. The Senior Vice President Marketing and Business Development shall report to the Chief Executive Officer. Executive agrees to devote his full-time efforts, abilities, and attention (defined to mean not less than forty (40) hours/week) to the business of Employer, and shall not engage in any activities which will interfere with such efforts. Executive shall well and faithfully serve Employer during the continuance of his employment hereunder and shall use his best efforts to promote the interests of Employer. Executive' s home office will be in Houston, Texas. Executive shall serve, with no additional compensation in comparable positions with affiliates of the Employer as the Chief Executive Officer of the Employer may determine from time to time following the effective date of employment under this Agreement.

5. Compensation and Benefits . In return for the services to be provided by Executive pursuant to this Agreement, Employer agrees to pay Executive as follows: (a) Salary . Executive shall receive a base annual salary of TWO HUNDRED THOUSAND DOLLARS AND NO CENTS ($200,000.00 U.S.) payable in equal monthly installments, subject to deduction of statutorily required amounts and amounts payable by employees of Employer for employee benefits. The annual salary to be paid by Employer to Executive shall be reviewed at least annually and may from time to time be increased as approved by the Employer' s Board of Directors.

(b) Continuing Performance Bonus . For calendar years subsequent to 2006, Executive shall be eligible for an annual performance bonus under Employer' s performance bonus program as approved by the Employer' s Board of Directors from time to time. Particulars of the Employer' s performance bonus program and the performance goals and targets to be applied thereunder will be determined prior to the commencement of each successive calendar year with the input and agreement of the Executive. (c) Stock Options . The Executive shall be entitled to receive stock options granted under the existing Stock Option Plan of the Employer, a copy of which plan has been provided to Executive to the extent that the Employer' s Board of Directors approves any such grants from time to time or at all. (d) Benefits . Executive shall be entitled to participate in Employer' s various employee benefit plans in the same manner as other senior management employees of Employer.

(e) Expenses . Executive shall be reimbursed by Employer for all reasonable expenses incurred by the Executive in performance of his duties hereunder upon the submission of vouchers, bills or receipts for such expenses.

(f) Vacation . Executive will be provided four (4) weeks paid vacation in each calendar year, subject to any further increase pursuant to the Employer' s vacation policy. EMPLOYMENT AGREEMENT Page 3

6. Termination . (a) Employer may terminate Executive' s employment upon his death, or if he is unable to perform the essential functions of his position with reasonable accommodation for four (4) consecutive months, or for a total of four (4) months during any twelve (12) month period. (b) Employer also may terminate Executive' s employment immediately for " Cause." Prior to terminating this Agreement for Cause, Employer must give Executive thirty (30) days advance written notice of such intent and the grounds therefore, such that Executive has the opportunity to cure and/or rectify the alleged breach. Only if Executive does not cure the alleged breach at the end of thirty (30) days may Employer terminate Executive for Cause.

(c) Employer may terminate this Agreement without Cause upon fourteen (14) days written notice to Executive.

(d) Executive may terminate this Agreement upon fourteen (14) days written notice to Employer. In the event Executive terminates his employment in this manner, he shall remain in Employer' s employ subject to all terms and conditions of this Agreement for the entire fourteen (14) day period unless instructed otherwise by Employer.

(e) Executive may terminate this Agreement for " Good Reason" by giving Employer thirty (30) days advance written notice of such intent and the grounds thereof.

7. Severance . Executive shall be entitled to the following compensation upon termination of his employment under the following circumstances:

(a) Death, Disability, Expiration of Agreement, or Resignation . In the event Executive' s employment is terminated as a result of his death, disability, or Executive' s voluntary resignation, he shall not be entitled to receive any further compensation under this Agreement.

(b) Without Cause . In the event Executive' s employment with Employer is terminated without Cause, Executive shall be entitled to continue to receive salary payments, payable on regularly scheduled pay days for twenty-four (24) months. (c) Termination by Executive for Good Reason . In the event that Executive terminates his employment with Employer for Good Reason, Executive shall be entitled to continue to receive salary payments, payable on regularly scheduled pay days for twenty-four (24) months.

(d) Change in Control ...

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Agreement#: AG-333915
Pages: 9 pages
Format: MS Word MS Word Compatible
Price: $35.00
Add To Cart