EXHIBIT 10.24
January 8, 1997
Mr. Morton H. Meyerson
Suite 400
4514 Cole Avenue
Dallas, Texas 75205
RE: Restricted Stock Agreement
Dear Mr. Meyerson:
Reference is made to that certain Restricted Stock Agreement dated May
31, 1988 by and between you and ENSCO International Incorporated (formerly
Energy Service Company, Inc.), a Delaware corporation ( ENSCO ), as amended
(collectively, the Agreement ). Under the terms of the Agreement you
acquired 168,750 shares (the "Original Shares") of ENSCO common stock, par
value $.10 per share ( Common Stock ), subject to a right of repurchase by
ENSCO upon the occurrence of certain circumstances and under certain terms
and conditions. You delivered to ENSCO a promissory note referred herein
as the Promissory Note , dated July 19, 1988 in the aggregate principal
amount of $675,000 in payment of the purchase price for the Original
Shares.
We have previously discussed restructuring the terms of the Agreement
and the Promissory Note so that the Promissory Note is canceled and you
would receive (i) cash in an amount necessary to pay the United States
income tax on the income recognized by you resulting from this transaction
(the "Tax Amount") and (ii) shares of Common Stock (the "New Shares")
equal to the difference between the value of the Original Shares on the
date the Promissory Note is canceled calculated using the Formula Price (as
defined in the Agreement) less the sum of (A) the unpaid principal balance
of the Promissory Note and (B) the Tax Amount. The Agreement will be
terminated and the New Shares will not be subject to any of the
restrictions in the Agreement. Please note that the New Shares will be
deemed "restricted stock" as that term is defined in Rule 144 promulgated
under the Securities Act of 1933, as amended, and therefore the resale of
the New Shares will be subject to restrictions set forth in Rule 144.
Based on these discussions ENSCO and you hereby agree that on the
Closing Date (as defined below), you shall transfer to ENSCO all right,
title and interest you have in the Original Shares and in exchange therefor
ENSCO shall cancel the Promissory Note and deliver to you a stock
certificate representing the New Shares and an amount in cash equal to the
Tax Amount. The Agreement shall be deemed terminated as of the Closing
Date. You shall advise ENSCO prior to the Closing Date of the calculation
of the Tax Amount, which shall be subject to the prior review and approval
by ENSCO.
The number of New Shares shall be calculated in the following manner:
Number of New Shares = (168,750 x Formula Price) - ($675,000 + Tax Amount)
----------------------------------------------------
Market Price
Where,
Market Price = the price per share of Common
Stock based on the average of the high and low sale prices
of the Common Stock as reported by the New York Stock
Exchange, Inc. on the Closing Date.
Formula Price = the Formula Price referenced in the
Agreement using the Market Price as the Trading Price (as
defined in the Agreement).
Tax Amount = cash in an amount necessary to pay
the United States income tax on the income recognized by you
resulting from this transaction.
The Closing Date shall be a date mutually agreed between ENSCO and you
occurring after the date the ENSCO Board of Directors approves the terms of
this letter. This agreement is subject to the prior approval of the ENSCO
Board of Directors. In the event the Board of Directors does not approve
the terms of this agreement, this letter shall be deemed terminated and of
no force or effect.
If the foregoing correctly sets forth our mutual agreement with
respect to the foregoing, please sign at the space provided below.
Yours very truly,
ENSCO International Incorporated
/s/ CARL F. THORNE
--------------------------------
Carl F. Thorne
Chairman and Chief Executive Officer
AGREED AND ACCEPTED
this 13th day of January, 1997.
/s/ MORTON H. MEYERSON
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Morton H. Meyerson