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AMENDMENT TO THE
THOMAS K. GRUNDMAN EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into as of July 1, 2000, is an amendment of
that certain employment agreement dated August 5, 1999, by and between THOMAS
K. GRUNDMAN (the "Executive"), and KEY ENERGY SERVICES, INC., a Maryland
corporation with its principal offices at Two Tower Center, Twentieth Floor,
East Brunswick, New Jersey 08816 (the "Company") (the "Employment Agreement").
WHEREAS, pursuant to Section 4(a) of the Employment Agreement, the
Company agreed to provide the Executive at the Company's expense, such
fringe benefits, including without limitation group medical and dental,
life, executive life, accident and disability insurance and retirement plans
and supplemental and excess retirement benefits, as the Company may provide
from time to time for its senior management, but in any case, at least the
benefits described on EXHIBIT A thereto, and the Executive and the Company
desire to amend such EXHIBIT A.
NOW THEREFORE, in consideration of the covenants and agreements
herein contained, the Company and the Executive hereby agree as follows:
1. Insurance Benefits. EXHIBIT A to the Employment Agreement is
hereby amended to include the benefits set forth on EXHIBIT A-1 attached
hereto, and EXHIBIT A-1 is hereby incorporated into the Employment Agreement
and supersedes EXHIBIT A effective as of the date first written above. The
remaining provisions of the Employment Agreement shall remain unchanged.
2. Counterparts.
This Agreement may be executed in duplicate counterparts, each of
which shall be deemed to be an original and all of which, taken together,
shall constitute one agreement.
3. Agreement Complete; Amendments.
Effective as of the date first written above, this Agreement, EXHIBIT
A-1 hereto, the Employment Agreement, together with the Exhibits to the
Employment Agreements (other than Exhibit A), constitute the entire agreement
of the parties with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto. This Agreement may
not be amended, supplemented, canceled or discharged except by a written
instrument executed by both of the parties hereto.
4. Governing Law.
This Agreement will be governed and construed in accordance with the
law of New Jersey applicable to agreements made and to be performed entirely
within such state, without giving effect to the conflicts of laws principles
thereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
______________________________
Francis D. John
President and Chief Executive Officer
/s/ Thomas K. Grundman
__________________________
THOMAS K. GRUNDMAN
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EXHIBIT A-1
Company Paid Coverages
1. Life Insurance. $2,000,000 (with a physical exam), payable to
beneficiary designated by the Executive.
2. Long Term Disability Insurance. Salary continuation benefit for total
disability. Benefit commences with ninetieth day of disability and continues
to a maximum of age sixty-five. Annual maximum benefit shall be 60% of the
Base Salary.
4. Medical and Dental Plan. Comprehensive medical and dental plans,
consistent with that available to the Company's senior management, pursuant
to which all medical and dental expenses incurred by the Executive, his
spouse and his children will be reimbursed by the Company, through insurance
or, in the absence of insurance, directly by the Company, so that the
Executive has no out-of-pocket cost with respect to such expenses.
5. Director and Officer Liability Insurance.
6. Voluntary annual physicals at the Executive's option, with a report by
the examining physician to the Board regarding the Executive's ability to
perform job related functions.
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