Modification to Employment Agreement by and between Pacific Drilling Manpower, Inc. and James W. Harris dated April 1, 2020
April 1, 2020
James W. Harris
city, state zip
Re: Modification of Employment Agreement
You are currently a party to an Employment Agreement with Pacific Drilling Manpower, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Pacific Drilling S.A. (together, the “Company”), dated as of July 22, 2019, as amended or restated from time to time (your “Employment Agreement”). Capitalized terms used but not defined herein shall have the meaning set forth in the Employment Agreement.
As you are aware, the Company has determined to effect a Company-wide reduction in base salaries effective April 1, 2020 which will reduce your base salary by 10% (the “Reduction”). The Reduction constitutes a “reduction that is part of, and consistent in amount, percentage and/or application with, an across-the-board reduction in the base salaries of the senior executives of the Company” and thus neither requires your consent under Section 3(a) of your Employment Agreement nor constitutes “Good Reason” under Section 5(c)(i) of your Employment Agreement for purposes of a termination under Section 6(b)(i) thereof.
By signing this letter, you acknowledge and agree that you (i) are aware of the Reduction and have reviewed your Employment Agreement, (ii) affirm that the Reduction neither requires your consent under your Employment Agreement nor constitutes “Good Reason” under your Employment Agreement for purposes of a termination under Section 6(b)(i) thereof, and (iii) waive any right in the future to assert that you were entitled to any severance compensation or benefits as a result of Good Reason in connection with the Reduction.
In addition, the Company agrees that if you are terminated without Cause or you terminate your employment for Good Reason (which, for the avoidance of doubt, may not be triggered by the Reduction) following the date of this letter agreement and during the term of your Employment Agreement, for purposes of calculating any Severance Payment or CIC Severance Payment, as applicable, that may be due you under Section 6(b) of the Employment Agreement, the Base Salary used for purpose of the calculation, including for purposes of calculating the target value of your Annual Bonus, will be no less than your Base Salary in effect on March 31, 2020.
Your agreement to the terms of this letter agreement is in consideration of your continued employment with the Company; provided, that in no event shall this letter agreement alter the at-will nature of your employment with the Company, which may be terminated by either party at any time for any reason or no reason, subject to any obligations that may arise under the Employment Agreement.
You understand that the Employment Agreement shall remain in full force and effect and that this letter agreement embodies the entire agreement and understanding of the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating thereto. This letter agreement shall be governed and construed by the laws of the State of Texas without regard to the conflict of laws principles thereof. This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If you have any questions, please do not hesitate to contact me.
/s/ Amy Roddy
SVP Corporate Services
Acknowledged and Agreed to as of the Date First Written Above:
/s/ James W. Harris
James W. Harris