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Exhibit 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into between National Oilwell
(U.K.) Limited, having offices at Badentory Industrial Park, Portlethen,
Aberdeen, Scotland AB12 4YA, U.K., an indirect subsidiary of National-Oilwell,
Inc., ("NOI"), and Jon Gjedebo, an individual currently residing at 13 Lauriston
Road, SW194TS, London ("Employee"), to be effective as of the 1st day of March,
2000.
Hitec ASA has merged with NOI. Prior to such merger, the Hitec ASA
employed Employee, and Employee was a major shareholder in the Hitec ASA. In
connection with such merger, NOI is desirous of continuing to employ Employee at
its indirect subsidiary, National Oilwell (U.K.) Limited ("Employer"), pursuant
to this Agreement and of terminating any prior employment agreement or
arrangement, and Employee is desirous of continuing in the employ of Employer
pursuant to this Agreement and of terminating any prior existing employment
agreement.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and obligations contained herein, Employer, NOI and Employee agree as
follows:
1. EMPLOYMENT AND DUTIES:
1.1. Employer agrees to employ Employee, and Employee agrees to be
employed by Employer, beginning 1 March 2000, and continuing throughout the Term
(as defined below) of this Agreement, subject to this Agreement.
1.2. Employee shall serve as Executive Vice President & Chief
Technology Officer of the Employer and NOI and shall report to the Chief
Executive Officer of NOI. Employee agrees to serve in the assigned position and
to perform diligently and to the best of Employee's abilities the duties and
services appertaining to such position as determined by Employer or NOI, as well
as such additional or different duties and services appropriate to such position
which Employee from time to time may be reasonably directed to perform by
Employer or NOI. Employer will provide Employee with such office space and staff
support as shall reasonably be required for the performance of his duties
hereunder. Employee shall at all times comply with and be subject to such
generally applicable policies and procedures as Employer or NOI may establish
from time to time, including without limitation, the Statement of Policy on
Business Ethics, Statement of Policy Regarding Conflict of Interest, Antitrust
Laws, Insider Trading Policy and Statement of Policy Regarding Improper Business
Payment, all of which are attached hereto as Annex I.
1.3. Employee shall use reasonable efforts, during the period of
Employee's employment by Employer, to devote no less than one-half of Employee's
business time and best efforts to the business and affairs of Employer and NOI.
Employee may have other business, personal, and civic interests which, from time
to time, require portions of his time but which (i) do not and will not
interfere with the performance of his duties hereunder and (ii) are not and will
not be competitive with Employer's or NOI's business interests. Employer and NOI
acknowledges that Employee is
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a principal owner of Hitec Vision and may serve as the Chairman of the Board of
Directors for Hitec Vision.
1.4. Employee acknowledges and agrees that Employee owes a
fiduciary duty of loyalty, fidelity and allegiance to act as provided in this
Agreement in the best interests of Employer, NOI or any of its subsidiaries or
affiliates. In keeping with these duties, Employee shall make full disclosure to
NOI and Employer of all business opportunities pertaining to NOI and Employer's
business and shall not appropriate for Employee's own benefit business
opportunities concerning the subject matter of the fiduciary relationship.
2. COMPENSATION AND BENEFITS:
2.1. Employee's initial base salary under this Agreement shall be
One Hundred Forty-Four Thousand British Pounds (L 144,000.00) per annum, and
shall be paid in accordance with Employer's standard payroll practice.
Employee's base salary may be increased from time to time by NOI and Employer
and, after any such change, Employee's new level of base salary shall be
Employee's base salary for purposes of this Agreement until the effective date
of any subsequent change.
2.2. NOI and Employee may enter into separate written stock option
agreements pursuant to which Employee may be granted options to purchase shares
of common stock of National-Oilwell, Inc. subject to the terms and conditions of
any such agreement. The number of shares and terms of the restrictions placed
upon exercising the options shall be as specified in any such agreement and
shall be similar to the other officers of the Employer or NOI at the same
management level.
2.3. Employee shall be entitled to participate in the then current
National-Oilwell Management Incentive Program (or such other name as it is
adopted) at a manner similar to the other officers of the Employer or NOI at the
same management level.
2.4. While employed by Employer, Employee shall be allowed to
participate, on the same basis generally as other employees of Employer, in all
general employee benefit plans and programs which are made available by Employer
to all or substantially all of Employer's employees. Such benefits, plans, and
programs may include, without limitation, medical, health, and dental care, life
insurance, disability protection, and pension plans. Nothing in this Agreement
is to be construed or interpreted to provide greater rights, participation,
coverage, or benefits under such benefit plans or programs than provided to
similarly situated employees pursuant to the terms and conditions of such
benefit plans and programs.
2.5. Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from amending, or discontinuing any such
incentive compensation or employee benefit plan, so long as such actions are
similarly applicable to covered employees generally. Unless specifically
provided for in a written plan document adopted by the Board of Directors of
NOI, none of the benefits or arrangements described in this Article 2 shall be
secured or funded in any way, and each shall instead constitute an unfunded and
unsecured promise to pay money in the future exclusively from the general assets
of NOI and its subsidiaries and affiliates.
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2.6. Employer may withhold from any compensation, benefits, or
amounts payable under this Agreement all federal, state, city, or other taxes as
may be required pursuant to any law or governmental regulation or ruling.
3. TERM OF THIS AGREEMENT, EFFECT OF EXPIRATION OF TERM, AND TERMINATION
PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION:
3.1. The term of this Agreement shall be for three (3) year(s) from
the date hereof, and shall be automatically extended for successive terms of one
year commencing on the third anniversary of the date of this Agreement, and on
each anniversary date thereafter, unless Employer or Employee gives written
notice to the other, not less than ninety (90) days prior to the next succeeding
anniversary date, that employment will not be renewed or continued hereunder
following such anniversary date.
3.2. Notwithstanding any other provisions of this Agreement, NOI
and Employer shall have the right to terminate Employee's employment under this
Agreement at any time for any of the following reasons:
(i) For "cause" upon the determination by the Board of Director's
of National-Oilwell, Inc. that "cause" exists for the
termination of the employment relationship. As used in this
Section 3.2(i), the term "cause" shall mean (a) Employee has
engaged in gross negligence, incompetence or willful
misconduct in the performance of, or Employee's refusal to
perform, the duties and services required of Employee pursuant
to this Agreement; (b) Employee has committed any fraudulent
or dishonest acts involving Employer or NOI or has been
convicted of a crime involving moral turpitude; or (c)
Employee's breach of any material provision of this Agreement
or corporate code or policy. It is expressly acknowledged and
agreed that the decision as to whether "cause" exists for
termination of the employment relationship by NOI or Employer
is delegated to National-Oilwell Inc.'s Board of Directors for
determination. Employee, if he so requests, after reasonable
notice of such Board of Directors meeting, shall be entitled
to be heard before the Board of Directors. If Employee
disagrees with the decision reached by National-Oilwell Inc.'s
Board of Directors, any dispute will be limited to whether
National-Oilwell Inc.'s Board of Directors reached its
decision in good faith;
(ii) for any other reason whatsoever, including termination without
cause, in the sole discretion of National-Oilwell Inc.'s Chief
Executive Officer or National-Oilwell's Board of Directors;
(iii) upon Employee's death; or
(iv) upon Employee becoming incapacitated which in the reasonable
opinion of a qualified doctor approved by National-Oilwell's
Board of Directors renders him
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mentally or physically incapable of performing the duties and
services required of Employee, and which will continue, in the
opinion of such doctor, for a period of not less than 180
days.
The termination of Employee's employment shall constitute a "Termination for
Cause" if made pursuant to Section 3.2(i); the effect of such termination is
specified in Section 3.4. The termination of Employee's employment shall
constitute an "Involuntary Termination" if made pursuant to Section 3.2(ii); the
effect of such termination is specified in Section 3.5. The effect of the
employment relationship being terminated pursuant to Section 3.2(iii) as a
result of Employee's death is specified in Section 3.7. The effect of the
employment relationship being terminated pursuant to Section 3.2(iv) as a result
of the Employee becoming incapacitated is specified in Section 3.8.
3.3. Notwithstanding any other provisions of this Agreement,
Employee shall have the right to terminate the employment relationship under
this Agreement at any time for any of the following reasons:
(i) a material breach by Employer or NOI of any material provision
of this Agreement, including, without limitation, a material
reduction in Employee's title, position, duties,
responsibilities, and authority to such an extent that
Employee is relegated to a position substantially inferior to
that which he shall hold with Employer or NOI at the
commencement of this Agreement, or elimination of Employee's
job and him not being offered employment by NOI or a successor
to all or a portion of NOI's business or assets, with (a)
comparable responsibilities, (b) the same or greater base
salary, (c) comparable value for his participation in any
stock option plans and (d) comparable severance benefits, and
then only if any such breach remains uncorrected for 30 days
following written notice of such breach by Employee to
National-Oilwell Inc.'s Board of Directors
(ii) NOI completes a merger or consolidation, a sale of all or
substantially all of its assets, or the sale of all of its
outstanding Common Stock, and Employee's employment is
terminated after such transaction by virtue of an Involuntary
Termination within ninety (90) days after the completion of
such transaction;
(iii) any corporation, person or group within the meaning of
Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Act"), other than Inverness
Management LLC or First Reserve Corporation or their
respective affiliates, becomes the beneficial owner (within
the meaning of Rule 13d-3 under the Act) of voting securities
of NOI representing more than fifty percent of the total votes
eligible to be cast at any election of directors of NOI and
Employee's employment is terminated after such event by virtue
of Involuntary Termination within ninety (90) days after the
occurrence of such event;
(iv) the dissolution of NOI; or
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(v) for any other reason whatsoever, in the sole discretion of
Employee.
The termination of Employee's employment by Employee shall constitute an
"Involuntary Termination" if made pursuant to Section 3.3(i), 3.3(ii), 3.3(iii)
or 3.3(iv); the effect of such termination is specified in Section 3.5. The
termination of Employee's employment by Employee shall constitute a "Voluntary
Termination" if made pursuant to Sections 3.3(v); the effect of such termination
is specified in Section 3.4.
3.4. Upon a "Voluntary Termination" of the employment relationship
by Employee or a termination of the employment relationship for "Cause" by NOI
or Employer, all future compensation to which Employee is entitled and future
benefits for which Employee is eligible shall cease and terminate as of the date
of termination. Employee shall be entitled to pro rata salary through the date
of such termination, but Employee shall not be entitled to any bonuses not yet
paid at the date of such termination.
3.5. Upon an Involuntary Termination of the employment relationship
by either NOI, Employer or Employee pursuant to Sections 3.2(ii), 3.3(i),
3.3(ii) or 3.3(iii), Employee shall be entitled, in consideration of Employee's
continuing obligations hereunder after such termination (including, without
limitation, Employee's non-competition obligations), to receive a lump sum
payment equal to three (3) times the per annum based salary specified in Section
2.1 plus an amount equal to the applicable bonus incentive as described in
Section 2.3. Such lump sum payment will be reduced by the sum of all previous
payments under Sections 2.1 and 2.3, except that the minimum payment applicable
will be one (1) time the per annum base salary specified in Section 2.1 plus an
amount equal to the bonus incentive as described in Section 2.3. Employee's
rights under this Section 3.5 are Employee's sole and exclusive rights against
NOI or its subsidiaries or affiliates, in contract, tort, or otherwise, for any
Involuntary Termination of the employment relationship, provided however,
Employee's rights and obligations with respect to Employee stock options, if
any, are governed by the controlling option agreement.
3.6. Employee covenants not to sue or lodge any claim, demand or
cause of action against Employer or NOI based on Involuntary Termination for any
monies other than those specified in Section 3.5.
3.7. Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata salary through the date of such termination, but
Employee's heirs, administrators, or legatees shall not be entitled to any
individual bonuses not yet paid to Employee at the date of such termination.
3.8. Upon termination of the employment relationship as a result of
Employee's incapacity, Employee shall be entitled to his pro rata salary for a
period of six months following the date of such termination, but Employee shall
not be entitled to any individual bonuses not yet paid to Employee at the date
of such termination.
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3.9. In all cases, the compensation and benefits payable to
Employee under this Agreement upon termination of the employment relationship
shall be reduced and offset by any amounts to which Employee may otherwise be
entitled under any and all severance plans or policies of Employer, NOI or its
subsidiaries or affiliates or any successor in interest; provided, however, that
no sums received by Employee pursuant to any retirement or benefit plans shall
be considered a payment requiring offset under this Section.
3.10. Termination of the employment relationship shall not terminate
those obligations imposed by this Agreement which are continuing in nature,
including, without limitation, Employee's obligations of confidentiality,
non-competition and Employee's continuing obligations with respect to business
opportunities.
3.11. This Agreement governs the rights and obligations of NOI,
Employer and Employee with respect to Employee's salary and other perquisites of
employment. Except as otherwise provided in this Agreement, Employee's rights
and obligations with respect to any Employee stock options and other incentive
awards shall be governed by the applicable governing documents.
4. UNITED STATES FOREIGN CORRUPT PRACTICES ACT AND OTHER LAWS:
4.1. Employee shall at all times comply with all United States and
foreign laws applicable to Employee's actions on behalf of Employer, NOI and its
subsidiaries and affiliates, including specifically, without limitation, the
United States Foreign Corrupt Practices Act, generally codified in 15 USC 78
("FCPA"). If Employee pleads guilty or admits liability under any applicable
law, or if a court finds that Employee, Employer or NOI has liability under any
applicable law by the actions of Employee, such action or finding shall
constitute "cause" for termination under this Agreement unless Employer's or
NOI's Board of Directors determines that the actions found to be in violation of
any applicable law were taken in good faith and in compliance with all
applicable policies of NOI. Employee shall be responsible for, and shall
reimburse and pay to Employer, NOI or its subsidiaries or affiliates any civil
or criminal fines, sanctions or damages incurred as a result of Employee's
actions.
5. OWNERSHIP OF INFORMATION:
5.1. All information, ideas, concepts, improvements, discoveries,
and inventions, whether patentable or not, which are conceived, made, developed
or acquired by Employee, individually or in conjunction with others, during
Employee's employment by Employer (whether during business hours or otherwise
and whether on Employer's premises or otherwise) which relate to Employer's,
NOI's or any of its subsidiaries' or affiliates' businesses, products or
services, shall be disclosed to Employer and NOI and are and shall be the
property of Employer and NOI, subject to the provisions of Section 5.4. Upon
termination of Employee's employment, for any reason, Employee promptly shall
deliver same, and all copies thereof, to Employer and NOI.
5.2. Subject to the provisions of Section 5.4 if, during Employee's
employment by Employer, Employee creates any original work of authorship fixed
in any medium which is the
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subject matter of copyright, relating to Employer's, NOI's or any of its
subsidiaries' or affiliates' businesses, products, or services, whether such
work is created solely by Employee or jointly with others (whether during
business hours or otherwise and whether on Employer's, NOI's or any of its
subsidiaries' or affiliates' premises or otherwise), Employer and NOI shall be
deemed the author of such work if the work is prepared by Employee in the scope
of his employment; or, if the work is not prepared by Employee within the scope
of his employment but is specially ordered by Employer or NOI or any of its
subsidiaries or affiliates as a contribution to a collective work, then the work
shall be considered to be work made for hire and NOI or any of its subsidiaries
or affiliates shall be the author of the work.
5.3. Both during the period of Employee's employment by Employer
and thereafter, Employee shall assist Employer, NOI or any of its subsidiaries
or affiliates and their nominees, at any time, in the protection of Employer's,
NOI's or any of its subsidiaries' or affiliates' worldwide right, title, and
interest in and to information, ideas, concepts, improvements, discoveries, and
inventions, and its copyrighted works, including without limitation, the
execution of all formal assignment documents requested by Employer, NOI or any
of its subsidiaries or affiliates or their nominees and the execution of all
lawful oaths and applications for applications for patents and registration of
copyright in the United States and foreign countries.
5.4. Employer, NOI and Employee agree that Employee may have
certain ideas, concepts, improvements, discoveries, and inventions that relate
to the businesses of both Hitec Vision and Employer or NOI. Any ideas, concepts,
improvements, discoveries, and inventions, whether patentable or not, which are
conceived, made, developed or acquired by Employee, individually or in
conjunction with others, during Employee's employment by Employer (whether
during business hours or otherwise and whether on Employer's or NOI's premises
or otherwise) which relate in a viable financial manner to both NOI's or its
affiliates businesses and also the businesses of Hitec Vision, shall be owned
jointly by both companies, with each granting the other, respectively, an
exclusive royalty free license to use the idea, improvement, discovery,
technology and corresponding rights in all parts of the world.
5.5. All information, ideas, concepts, improvements, discoveries,
and inventions, whether patentable or not, which are conceived, made, developed
or acquired by Employee, individually or in conjunction with others, within one
(1) calendar year of termination of Employee's employment relationship with
Employer and NOI, related to either the businesses of Hitec Vision, Employer or
NOI shall be subject to the provisions of Section 5.1 and 5.4. After one (1)
calendar year through a period of an additional four (4) calendar years, NOI
shall have the right to license from Employee for a royalty fee of two percent
(2%) of the sales price of the item, any idea, improvement, discovery,
technology and corresponding rights related to NOI's businesses in all parts of
the world.
6. POST-EMPLOYMENT NON-COMPETITION OBLIGATIONS:
6.1. As part of the consideration for the compensation and benefits
to be paid to Employee hereunder, and as an additional incentive for Employee,
NOI and Employer to enter into this Agreement, NOI, Employer and Employee agree
to the non-competition provisions of this Article
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6. Employee agrees that during the period of Employee's non-competition
obligations hereunder, Employee will not, directly or indirectly for Employee or
for others, within the countries of Norway and the United Kingdom, and to the
extent allowed by law, in any geographic area or market where NOI, Employer or
any of its subsidiaries or affiliated companies are engaged in business as of
the date of termination of the employment relationship or have during the
previous twelve months engaged in the business:
(i) engage in the business of the design, manufacture and sale of
machinery, equipment and downwhole products used in oil and
gas drilling and production, including computer controlled
drilling machinery, control systems and instrumentation, and
any other business engaged in by NOI immediately prior to the
date of termination of the employment relationship or render
advice or services to, or otherwise assist, persons or
entities that are in such business; and
(ii) induce any employee of Employer, NOI or any of its
subsidiaries or affiliates to terminate his or her employment
with Employer, NOI or any of its subsidiaries or affiliates,
or hire or assist in the hiring of any such employee by any
person, association, or entity not affiliated with Employer,
NOI or any of its subsidiaries or affiliates.
These non-competition obligations shall not be considered as restrictions on
Employee's activities with respect to the businesses actively engaged in by
Hitec Vision immediately prior to termination of the employment relationship
with Employer. These non-competition obligations shall apply during Employee's
provided, Employer or NOI, by tendering to Employee within sixty (60) days of
termination, an amount equal to the greater of one-half his annual base salary
as of the date of termination of the employment relationship or Seventy-Two
Thousand British Pounds (L 72,000.00). Employer and NOI shall have the right to
extend this non-competition obligation up to four (4) additional calendar years
beyond the initial term by tendering the same amount within sixty (60) days of
the anniversary date.
6.2. Employee understands that the foregoing restrictions may limit
his ability to engage in certain businesses during the period provided for
above, but acknowledges that Employee will receive sufficiently high
remuneration and other benefits under this Agreement to justify such
restriction. Employee acknowledges that money damages would not be sufficient
remedy for any breach of this Article 6 by Employee, and Employer, NOI or any of
its subsidiaries or affiliates shall be entitled to enforce the provisions of
this Article 6 by terminating any payments then owing to Employee and/or to
specific performance and injunctive relief as remedies for any breach. Such
remedies shall not be deemed the exclusive remedies, but shall be in addition to
all remedies available at law or in equity.
6.3. It is expressly understood and agreed that if any of the
aforesaid restrictions are found by a court having jurisdiction to be
unreasonable or unenforceable, the parties intend for the restrictions therein
to be modified by such courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.
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7. EMPLOYEE CONFIDENTIALITY COMMITMENT:
7.1 In the course of employment, Employee will have access to a
great deal of proprietary, confidential, and restricted information, including
Trade Secrets (as herein defined), not known to those outside of NOI
(collectively, "Confidential Information"). "Trade Secrets" are any information
that derives economic value, actual or potential, from not being generally known
to the public.
7.2 Employee shall not disclose or make use of Employer's or NOI's
Confidential Information to anyone not employed by Employer or NOI without
written authorization. Employee shall be bound by Employer's and NOI's rules
governing company trade secret usage and will not use Employer's or NOI's Trade
Secrets outside the scope of Employee's employment. Employee further shall not
disclose or use Employer's or NOI's Confidential Information for any purpose for
a period of five (5) years after termination of his employment with Employer and
NOI.
7.3 Employee will hold Confidential Information in trust, and
consistently exercise all reasonable precautions to ensure that it is not
disclosed to any unauthorized persons, either during or subsequent to,
employment with Employer, and will immediately report to Employer and NOI any
breach or violation of the commitments made herein.
8. MISCELLANEOUS:
8.1. For purposes of this Agreement the terms "affiliates" or
"affiliated" means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with
Employer or NOI.
8.2. Employer, NOI and Employee shall refrain, both during the
employment relationship and after the employment relationship terminates, from
publishing any oral or written statements about each other or any of NOI's
subsidiaries' or affiliates' directors, officers, employees, agents or
representatives that are slanderous, libelous, or defamatory; or that place them
in a false light before the public; or that constitute a misappropriation of the
name or likeness of Employee or Employer, NOI or any of its subsidiaries or
affiliates.
8.3. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by registered or
certified mail, postage prepaid, addressed as follows:
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If to Employer to:
Badentory Industrial Park
Portlethen, Aberdeen
Scotland AB12 4YA
United Kingdom
011-44-1224-334981
011-44-1224-________ facsimile
If to NOI to:
National-Oilwell, Inc.
10000 Richmond Ave., Suite 400
Houston, Texas 77042
P.O. Box 4888
Houston, TX 77210-4888
with a copy to:
National-Oilwell L.P.
10000 Richmond Ave., Suite 400
Houston, Texas 77042
P.O. Box 4888
Attn: General Counsel
If to Employee: ___________________________
___________________________
___________________________
___________________________
with a copy to: ___________________________
___________________________
___________________________
___________________________
Either Employer, NOI or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.
8.4. This Agreement shall be governed in all respects by the laws
of the State of Delaware, USA, excluding any conflict-of-law rule or principle
that might refer the construction of the Agreement to the laws of another State
or country.
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8.5. No failure by either party hereto at any time to give notice
of any breach by the other party of, or to require compliance with, any
condition or provision of this Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
8.6. It is a desire and intent of the parties that the terms,
provisions, covenants, and remedies contained in this Agreement shall be
enforceable to the fullest extent permitted by law. If any such term, provision,
covenant, or remedy of this Agreement or the application thereof to any person,
association, or entity or circumstances shall, to any extent, be construed to be
invalid or unenforceable in whole or in part, then such term, provision,
covenant, or remedy shall be construed in a manner so as to permit its
enforceability under the applicable law to the fullest extent permitted by law.
In any case, the remaining provisions of this Agreement or the application
thereof to any person, association, or entity or circumstances other than those
to which they have been held invalid or unenforceable, shall remain in full
force and effect.
8.7. Any and all claims, demands, cause of action, disputes,
controversies and other matters in question arising out of or relating to this
Agreement, or in any way relating to this Agreement, (all of which are referred
to herein as "Claims"), even though some or all of such Claims allegedly are
extra-contractual in nature, no matter how such Claims arise shall be resolved
and decided by binding arbitration pursuant to the Rules of Conciliation and
Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with said rules. Arbitration shall be held in London,
England and the proceedings shall be conducted in English. The arbitrators shall
apply the substantive laws of the State of Delaware, USA.
8.8. This Agreement shall be binding upon and inure to the benefit
of Employer, NOI, its subsidiaries and affiliates, and any other person,
association, or entity which may hereafter acquire or succeed to all or a
portion of the business or assets of Employer or NOI by any means whether direct
or indirect, by purchase, merger, consolidation, or otherwise. Employee's rights
and obligations under this Agreement are personal and such rights, benefits, and
obligations of Employee shall not be voluntarily or involuntarily assigned,
alienated, or transferred, whether by operation of law or otherwise, by Employee
without the prior written consent of Employer and NOI.
8.9. Except as provided in (1) written company policies promulgated
by Employer or NOI, (2) the company's written benefits, plans, and programs, or
(3) any signed written agreements contemporaneously or hereafter executed by
NOI, Employer and Employee, this Agreement constitutes the entire agreement of
the parties with regard to such subject matters, and contains all of the
agreements between the parties with respect to such subject matters and replaces
and merges previous agreements and discussions pertaining to the employment
relationship between Employer, NOI and Employee. Specifically, but not by way of
limitation, any other employment agreement or arrangement in existence as of the
date hereof between NOI and Employee is hereby canceled and Employee hereby
irrevocably waives and renounces all of Employee's rights and claims under any
such agreement or arrangement.
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IN WITNESS WHEREOF, Employer, NOI and Employee have duly executed this
Agreement in multiple originals to be effective on the date first stated above.
EMPLOYEE NATIONAL-OILWELL, INC.
By: /s/ JON GJEDEBO By: /s/ JOEL V. STAFF
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Jon Gjedebo Joel V. Staff
President and Chief Executive Officer
National Oilwell (U.K.) Ltd.
By: /s/ DANIEL L. MOLINARO
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Daniel L. Molinaro
Assistant Secretary
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