EXHIBIT 10.10
November 9, 2000
Mr. Marshall Danby
318 Bayshore Drive
Montgomery, Texas 77356
Dear Marshall:
We are pleased to offer you the position of Vice President and General Manager
of the Drill Tube International division of Grant Prideco L. P., effective on or
about December 1, 2000 (the "Start Date") with the following terms and
conditions.
POSITION
1. Title, Grade and Reporting
Your title will be Vice President and General Manager Drill Tube
International, (Grant Prideco Salary Grade 23) and you will report to
John Coble, President Grant Prideco, L. P. ("Grant Prideco"). As you
are aware, you also will be working very closely with Steve Turner, the
current President of our Drill Tube division. Working with Steve to
achieve a smooth transition is very important.
2. Job Duties
Your job duties will be outlined by John Coble.
COMPENSATION AND BENEFITS
1. Base Salary and Auto Allowance
Your salary will be paid at the bi-weekly rate of $5,769.23, ("Base
Salary"). Your next scheduled salary review will be January 1, 2002. In
addition, you will also be eligible for an auto allowance of $600 per
month, plus reimbursement of business mileage according to Company
policy.
2. Hiring Bonus
You will be eligible for a hiring bonus of $25,000 to be paid within
thirty (30) days of your start date at Grant Prideco.
3. Severance Agreement
If your employment is terminated for any reason other than "for cause"
during the first twenty-four (24) months of your start date, you will
be eligible for a severance payment equal to one (1) year of your then
current base pay. Your Severance Agreement will automatically expire at
the end of the twenty-four (24) months from the Start Date. For the
purpose of this paragraph, term " for cause" includes, but is not
limited to, any one or more of the following occurrences: (a) your
breach of any of any representations contained herein; (b) your
conviction by, or enter of a plea of guilty or nolo contrendre for any
crime (excluding traffic violations and similar misdemeanors) involving
moral turpitude or which is punishable by imprisonment; (c) your
commission of an act of fraud, whether prior or subsequent to the date
hereof, upon Grant Prideco or any of its customers or affiliates; (d)
your failure or refusal to perform his duties as required hereunder by
this Agreement, (e) Gross negligence in performance of your duties,
theft of the Grant Prideco's property, material violation of any duty
of loyalty to Grant Prideco or any other material misconduct; or (f)
Material violation of Grant Prideco's Employee Policy in effect at that
time, including without limitation, the receipt or payment of any
kick-back or side payment from or to any customer, supplier or vendor,
or government.
4. Management Incentive Program
In addition to your base salary, you will be eligible for the
discretionary Management Incentive Program, which will be outlined by
John Coble. This program is designed to pay a cash incentive based on
the attainment of pre-determined performance objectives. Management
reserves the right to change the provisions of this program at any
time, however, at present, your position would be eligible for a bonus
payment of 40%/ 80%/120% (minimum/target/maximum) of your base salary
if the objectives are achieved.
5. Executive Deferred Compensation Plan (EDC)
You will be eligible to participate in Grant Prideco's EDC program that
will provide you with opportunities to both purchase and receive,
through grants, Grant Prideco stock based upon a percentage
contribution of your eligible cash compensation. At a minimum, Grant
Prideco will contribute on your behalf 7 1/2% of your eligible total
annual compensation to the plan. At your option, you may contribute up
to 7 1/2% of your compensation and Grant Prideco will match up to 7
1/2% on a dollar for dollar basis. The maximum amount deferred is 22
1/2%. Vesting will take place at 20% per year over a five-year period.
Grant Prideco stock will be acquired at then prevailing current market
prices. A synopsis of the plan is enclosed for your review.
6. Stock Option
You will be offered 100,000 options for Grant Prideco stock with
three-year cliff vesting (vesting on the third anniversary of your date
of employment) with an option price at the prevailing market rate.
7. Benefits
You will be eligible to participate in the Grant Prideco's medical,
dental, vision, life and disability plans on the first day of the month
after you complete thirty (30) days of active employment. You will also
be eligible to participate in Grant Prideco's 401(k) plan after six (6)
months of active employment.
8. Vacation/Holidays
You will be entitled to ten (10) Grant Prideco designated holidays and
your vacation benefits will accrue at the rate of three (3) weeks
vacation per year.
EMPLOYEE REPRESENTATIONS
1. No Conflicts In accepting these terms of employment you represent and
warrant that you are under no contractual or other obligation, which
would, in any way, limit, restrict or prevent your ability to perform
your duties hereunder.
2. No Confidential Information You acknowledge that Grant Prideco has
informed you that, in connection with the performance of your duties
for Grant Prideco, you shall in no way use, disclose, or rely upon any
trade secret or other confidential information you may possess (if any)
by virtue of his experience in the industry (including, but not limited
to, trade secret or confidential information of your previous
employer).
MISCELLANEOUS
1. Identity and Employment Eligibility
Within three (3) business days of employment, you will need to provide
a document or documents that establish identity and employment
eligibility. This offer is contingent on certification of these
documents.
2. Drug Screening/Physical Examination
Prior to commencement of employment, and as a condition of employment
with Grant Prideco, you will be required to obtain a complete physical
examination and submit a urine specimen for drug screening. Your
employment with Grant Prideco, is contingent upon a negative drug
screen result. Upon your acceptance of this offer, you will be provided
with complete details for specimen collection and completion of
physical. Upon acceptance, please contact Alicia Roye at (713) 466-8160
to schedule a convenient time and location for this examination.
3. Patent and Confidential Information Agreement
In accordance with Grant Prideco's Policy on Conflicts of Interest and
Confidential Information, you will be required to sign an Agreement
addressing these issues. A copy of this agreement is attached for your
review.
4. Non-Compete
During the initial two year period of your employment following your
start date, you agree that you will not compete against Grant Prideco
in any capacity anywhere in North America (unless your employment is
terminated by Grant Prideco without `cause').
This offer will remain in effect for two weeks after the date of the letter
unless the date is extended by mutual agreement. If you have any questions
regarding these items, please contact me at your earliest convenience.
Please indicate your acceptance of this agreement by signing and returning one
copy to the Human Resources Department.
/s/ MARSHALL DENBY
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Acceptance Signature Date
Sincerely,
/s/ WARREN AVERY
Warren Avery
Vice President Human Resources
cc: John Coble, President