EXHIBIT 10(g)
WAIVER, RELEASE AND CONFIDENTIALITY AGREEMENT
Waiver, Release and Confidentiality Agreement (herein, the "Agreement")
made this 17 day of July 2001, between James W. Linn, of Tulsa, Oklahoma
("Employee") and Parker Drilling Company of 8 East Third Street, Tulsa, Oklahoma
("Parker").
RECITALS
A. Employee has been employed by Parker in various roles, most
recently as Executive Vice President-Chief Operating Officer of Parker Drilling
Company, for a period of approximately twenty-eight (28) years.
B. Employee has retired from Parker effective July 15, 2001.
C. The parties desire to enter into this Waiver, Release and
Confidentiality Agreement in order to set forth mutual rights and obligations
that survive the parties' employer/employee relationship.
AGREEMENT
WHEREAS Employee has in the course of his employment with Parker come
into contact with or has access to trade secrets and confidential and
proprietary information which is unique and of great value to Parker; and
WHEREAS Employee clearly understands that his use or disclosure to any
third party of any such confidential information could cause damage to the
financial well-being of Parker and/or its officers, directors, agents,
employees, affiliates and assigns, regardless of the scope and reason for such
unauthorized disclosure; and
WHEREAS Employee and Parker desire that there be mutual goodwill as
between each other and particularly with regard to disclosure to third parties;
and
WHEREAS Employee understands the highly competitive nature of the
drilling business and the importance of keeping certain operational, financial
and accounting information from competitors.
NOW, THEREFORE, in consideration of the agreements and representations
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Parker and Employee do hereby agree as
follows:
1. Definition of Confidential Information. For the purpose of this
Agreement, "Confidential Information" shall mean any and all confidential or
proprietary information or material that has been disclosed by Parker to
Employee, whether written or oral, during the course of his employment; or which
Employee has obtained knowledge of, or access to, as the result of such
employment or inspection of the premises, equipment, records or other physical
assets; or which Employee has subsequently gleaned or developed as the result of
his association with Parker; and which Parker considers to be either proprietary
or confidential in nature with regards to the conduct of its business.
Confidential Information includes, but is not limited to, confidential
records, data (including computer data), personnel history, proprietary
information relating to equipment, customers, vendors, accounting and financial
information, tax returns, tax plans (whether implemented or not), dealings with
tax authorities, customers and joint venturers, documentation and diagrams, all
of which are related to Parker, its business and its products, technology and
contemplated services; and further includes information related to the conduct
of Parker's existing or future business, including business and marketing plans,
customer and supplier lists and pricing lists. Confidential Information shall
also include any information or material of the type described above which may
have been obtained by Parker from any third party, and
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which is considered proprietary or confidential in nature by Parker, whether or
not owned or developed by Parker. Furthermore, all materials and information
generated, compiled, or transformed into any form of material by Employee,
acting in the performance of his employment, shall be considered Confidential
Information and the exclusive property of Parker. Confidential Information does
not include any information or material which can be shown to have been within
the public domain before the time it was disclosed by Parker or obtained by
Employee, provided such information or material has not become part of the
public domain through any fault or action on the part of Employee, or which can
be shown to have been in Employee's possession before it was disclosed by Parker
to Employee, or which can be shown to have been acquired by Employee from a
third party that is not under any confidentiality obligation to Parker.
2. Agreement Not To Disclose. Employee acknowledges that Confidential
Information is a special, valuable and unique asset of Parker. Employee agrees
to hold the Confidential Information of Parker in strict confidence and further
agrees not to at any time, directly or indirectly, reveal, show, report,
publish, use, divulge, dispose of, transfer or make accessible such information
to any other person or entity without the express written consent of Parker.
3. Return of Materials. All of the Confidential Information supplied or
disclosed to Employee by Parker or generated by Employee during the course of
Employee's employment with Parker, shall remain the exclusive property of Parker
as titled owner of such items including, all copies of documents, disks, tapes
or other materials containing any of the Confidential Information as defined
herein and Employee will surrender to Parker in good condition any record or
records or other equipment or material containing such Confidential
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Information including, without limitation, information contained on computers;
provided, Employee shall be allowed to retain the Parker computer currently at
Employee's residence, his laptop computer and his blackberry.
4. Remedies. Because of the unique nature of the Confidential
Information, Employee understands and agrees that should he fail to comply with
all of his obligations hereunder, then Parker and/or its affiliates may suffer
irreparable harm of such degree that monetary damage will be inadequate to
compensate the injured party for such breach. Accordingly, Employee agrees that
in addition to any other remedies available to the injured parties, in equity or
at law, following such unauthorized disclosure, such injured parties will also
be entitled to injunctive relief to enforce the terms hereof. Nothing herein
contained shall be construed as prohibiting any such injured party from pursuing
any other available remedy for such breach however, including the recovery of
damages and attorney's fees.
5. Payment and Agreement. In consideration for Employee's agreement to
the terms and provisions herein and execution hereof, Parker hereby agrees to
pay Employee the total sum of One Million and no/100 Dollars ($1,000,000), less
deductions required by law and less any amounts due Parker on the effective date
of Employee's retirement, which amount shall be payable on the eighth day
following the effective date of Employee's retirement.
6. Medical and Life Insurance. Parker shall continue to provide group
medical coverage for Employee until he reaches age 65 consistent with the plan
in which Employee was enrolled at the time of his retirement. Employee shall be
responsible for the Employee portion of the premium in the same amount Employee
as an employee of Parker. After Employee reaches age 65, if Employee is eligible
and elects to obtain COBRA benefits, Employee will be responsible for paying the
applicable COBRA premiums.
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Employee declines the option to purchase the life insurance policy
which has been maintained on the life of Employee by Parker and releases any
right title and interest in said policy to Parker.
7. Stock Options. Employee shall retain all stock options granted to
Employee under the 1991, 1994 and 1997 Stock Option Plan(s). All unvested
options shall continue to vest in accordance with the terms of the respective
stock option agreement and all vested options shall be exercisable in
accordance with the terms of the respective stock option agreement.
8. Representations and Warranties. Employee represents and warrants
that he has no outstanding liability to Parker and, except as stated on Schedule
1 attached hereto, has no knowledge of any claim or action or any facts or
circumstances or condition which could give rise to a claim, contingent or
otherwise, against Parker, or their respective affiliates, officers, directors
or employees which Employee has not previously disclosed in writing to Parker.
9. Non-Compete/No Hire. As further consideration for the payments and
other covenants contained in this Agreement, the sufficiency of which is
acknowledged by Employee, Employee agrees that for a period of eighteen (18)
months from and after the effective date of Employee's retirement, or such
shorter period as is allowed under applicable law, Employee shall not engage in
any activities that are in competition with Parker's international business
operations, or such smaller geographical area as is allowed under applicable
law, whether through employment, ownership of business (excluding passive
investments as a stockholder), the providing of consulting services, or in any
other similar manner. Further, during said eighteen (18) month period, Employee
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shall refrain from hiring any employee of Parker or encouraging said employees
to terminate their employment with Parker.
Employee understands and agrees that should he fail to comply with all
of his obligations in this Section 9, then Parker and/or its affiliates may
suffer irreparable harm of such degree that monetary damage will be inadequate
to compensate the injured party for such breach. Accordingly, Employee agrees
that in addition to any other remedies available to the injured parties, in
equity or at law, following such unauthorized disclosure, such damaged parties
will also be entitled to injunctive relief to enforce the terms hereof.
11. Jurisdiction. This agreement shall be construed and enforced under
the laws of the State of Oklahoma.
12. Release. IN FURTHER CONSIDERATION FOR THE PAYMENTS AND AGREEMENTS
MADE BY PARKER IN THIS AGREEMENT, EMPLOYEE RELEASES ALL CLAIMS WHICH HE MAY HAVE
AGAINST PARKER, ANY OF ITS AFFILIATED COMPANIES, AND ANY OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES, ARISING FROM HIS EMPLOYMENT WITH
PARKER AND/OR HIS RETIREMENT FROM PARKER. THE CLAIMS COVERED BY THIS RELEASE
ALSO INCLUDE, WITHOUT LIMITATION, ANY CLAIMS FOR WRONGFUL DISCHARGE,
INTERFERENCE WITH CONTRACTUAL RELATIONSHIPS, LIBEL, SLANDER, BREACH OF CONTRACT,
INFLICTION OF EMOTIONAL DISTRESS OR EMPLOYMENT DISCRIMINATION OF EVERY TYPE.
EMPLOYEE SPECIFICALLY WAIVES ANY RIGHT TO PURSUE A CLAIM OF AGE DISCRIMINATION
IN EMPLOYMENT UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 AND AGREES
TO REFRAIN FROM THE FILING OF ANY ADMINISTRATIVE COMPLAINT OR LAWSUIT IN
FURTHERANCE OF SUCH CLAIM. THIS RELEASE AND WAIVER APPLIES ONLY TO RIGHTS AND
CLAIMS THAT ARISE BEFORE THE SIGNING OF THIS AGREEMENT.
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13. Acknowledgments. EMPLOYEE HEREBY ACKNOWLEDGES AND AFFIRMS AS
FOLLOWS:
(a) Employee's decision to sign this Agreement is strictly voluntary
and with full knowledge of its meaning and content.
(b) No representative of Parker has made any other representation or
promise to Employee regarding the terms and conditions of this
Agreement other than those contained in this document.
(c) Employee has been advised to consult with an attorney prior to
signing this Agreement, and has taken advantage of that
opportunity to the extent Employee has determined is appropriate.
(d) Employee has been given a period of up to forty-five (45) days
within which to consider this Agreement.
(e) Employee understands that for a period of seven (7) days
following his signing this Agreement, Employee may revoke this
Agreement by notifying Parker, in writing, of his desire to do
so. Employee understands that after the seven (7) day period has
elapsed, this Agreement shall become effective and enforceable.
IN WITNESS WHEREOF, both parties do hereby execute this Waiver, Release
and Confidentiality Agreement on the day and year first written above.
/s/ James W. Linn
-------------------------------------
By: James W. Linn
Date: July 17, 2001
PARKER DRILLING COMPANY
/s/ Robert L. Parker Jr.
-------------------------------------
By: Robert L. Parker Jr.
Title: President and Chief
Executive Officer
Date: July 17, 2001
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