SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 16, 1996
Date of Report (Date of earliest event reported)
AMERICAN OILFIELD DIVERS, INC.
(Exact name of Registrant as specified in its charter)
LOUISIANA 0-22032 72-0918249
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
130 East Kaliste Saloom Road
Lafayette, Louisiana 70508
(Address of principal executive offices) (Zip Code)
(318) 234-4590
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On July 16, 1996, American Oilfield Divers,Inc. ("Registrant")
announced the appointment of Rodney W. Stanley to the newly created position
of Senior Vice-President of International Operations and his appointment as
a Class I Director to the Registrant's Board of Directors for a term expiring
in fiscal 1997.
Item 7. Financial Statements and Exhibits.
(a) No financial statements are filed with this report.
(b) Exhibits.
10.1 Employment Agreement by and between the Registrant
and Rodney W. Stanley.
99.1 Press release issued by the Registrant on July 16,
1996 concerning the appointment of a Rodney W.
Stanley to the position of Senior Vice-President
of International Operations.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
By: /s/ Cathy M. Green
___________________________
Cathy M. Green
Vice President - Finance
and Chief Financial Officer
Dated: July 31, 1996
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated effective as
of July 16, 1996, is by and between American Oilfield Divers,
Inc., a Louisiana corporation (the "Company"), and Rodney W.
Stanley (the "Employee").
WITNESSETH:
WHEREAS, the Company wishes to assure itself of the services of
Employee for the period provided in this Agreement, and Employee
desires to serve in the employ of the Company on a full-time
basis for such period, and upon the terms and conditions
hereinafter provided;
NOW, THEREFORE, in consideration of the premises and of the
respective representations and warranties hereinafter set forth
and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:
Employment and Capacity. (a). Subject to the terms and
conditions of this Agreement and applicable law, the Company
hereby agrees to employ Employee, and Employee agrees to serve
for an initial period, as Senior Vice President-International
Operations of the Company during the term of this Agreement. In
such capacity, Employee's primary duties and responsibilities
shall be those assigned from time to time by the Company's
Chairman, President and Chief Executive Officer, to whom Employee
shall report directly, or by the Company's Board of Directors
including, without limitation, those duties and responsibilities
set forth in Appendix A attached hereto and made a part hereof.
(b).The parties acknowledge the intent of the parties is for
Employee to become President and Chief Executive Officer of the
Company after an initial evaluation period, subject to Employee
finding a qualified replacement as Senior Vice President -
International and the approval of the Board of Directors of the
Company of Employee's promotion to such office, and that the
Employee is foregoing other career and financial opportunities in
order to become such President and Chief Executive Officer.
Therefore, the parties agree that on or prior to May 1, 1997, the
Company's Board of Directors shall convene a meeting of the Board
and consider Employee's promotion to become the Company's
President and Chief Executive Officer. If after the Board's
deliberations, a majority of the Board affirmatively votes to
promote Employee to such new office, then Employee shall accede
to such office on that date. If the Board elects to defer such
decision or the matter does not receive an affirmative vote of a
majority of the Board, then the parties agree that the Board of
Directors shall reconvene on or prior to August 1, 1997 to
reconsider such matter. If a majority of the Board of Directors
votes affirmatively to promote Employee to the office of
President and Chief Executive Officer, then the Employee shall
accede to such office effective that date. If the Board elects
to defer such decision, make no decision or otherwise not promote
Employee to such office, then Employee may elect to remain with
the Company or upon notice delivered on or before ten days after
the date of such decision, elect to terminate his employment
hereunder for Good Reason, as defined herein.
(c).In performing his duties as Senior Vice President-
International Operations of the Company or other position
hereunder, Employee shall devote his entire full time, attention,
energies and business efforts to the Company and shall not,
without the consent of the Company's Board of Directors, during
the term of this Agreement, engage in any other business
activity, whether or not such business activity is pursued for
profit; provided, however, this Section 1(b) shall not prohibit
Employee from (i) being a passive investor in a business
enterprise (other than an enterprise engaged in the Company
Business, as defined in Section 8), provided such investment will
not unduly interfere or materially conflict with his obligations
hereunder and will not require any active services whatsoever on
his part in the management or operation of the affairs of such
enterprise, or (ii) serving as a director or trustee of any
civic, charitable or other eleemosynary organization, provided
that such service does not unduly interfere with Employee's
performance of his duties and responsibilities hereunder.
Notwithstanding anything to the contrary herein, Employee shall
be entitled to remain as an owner or director of or otherwise be
involved in the business enterprises set forth in Appendix B
attached hereto and made a part hereof.
(d).In connection with Employee's employment by the Company,
except for reasonable travel necessary to the conduct of the
business of the Company or its subsidiaries, Employee shall be
based at the headquarters office of the Company or such other
location as may be determined by the Chairman, President and Chief
Executive Officer or Board of Directors of the Company. Subject to
the execution of this Agreement, Company shall pay the reasonable
and necessary cost of travel (economy class or equivalent) and
transportation of household goods and furnishings and vehicles of
the Employee, his spouse and dependent children from Houston,
Texas to Lafayette, Louisiana, subject to the terms and
conditions of the Company's moving policy. In the event of
termination of this Agreement by Employee for Good Reason or by
the Company for a reason other than Cause, as defined herein, the
Company shall immediately pay the reasonable and necessary cost
of travel (economy class or equivalent) and cost of
transportation of household goods, furnishings and vehicles of
the Employee, his spouse and dependent children from the location
where the Employee is employed at the time that employment ceases
to Houston, Texas.
(e).For purposes of this Agreement, Employee's employment shall
begin on, and be effective as of, August 1, 1996 and,
notwithstanding anything to the contrary herein, August 1, 1996
shall be considered as the Employee's anniversary date of
employment hereunder.
Term of Employment. Employee's employment under this Agreement
shall commence on August 1, 1996 and shall end at the close of
business on the fifth anniversary of the date hereof, unless
sooner terminated pursuant to Section 4. The term of Employee's
employment under this Agreement is referred to herein as the
"Employment Term" and the date of termination of such employment
as the "Termination Date." All provisions herein governing the
parties' rights and obligations upon the termination of
Employee's employment shall survive the termination of this
Agreement.
Compensation and Other Benefits. (a). In consideration of all
services to be rendered by Employee in any capacity under this
Agreement, the Company shall pay Employee the compensation and
benefits described below:
(i).An annual salary ("Annual Salary") in the amount of not
less than $200,000, or in such greater amount as may from time to
time be fixed by the Company's Board of Directors. Employee's
initial Annual Salary as President and Chief Executive Officer
shall be in the range of $225,000 to $275,000, subject expressly
to the salary's prior review and approval of the Company's
Compensation Committee of the Board of Directors. The Annual
Salary shall be reviewed by the Board's Compensation Committee at
the end of each of the Company's fiscal years.
(ii).Employee shall be eligible for an annual bonus upon the
attainment of such Company-wide performance goals, in accordance
with such terms and conditions, as shall be established by the
Company's Board of Directors or the Compensation Committee
thereof. Employee shall have the right to provide input and make
recommendations with respect to the establishment of reasonable
Company-wide performance goals prior to their finalization and
adoption by the Compensation Committee. Notwithstanding anything
to the contrary herein, the payment of such bonus shall be in the
sole discretion of the Company's Board of Directors or the
Compensation Committee thereof.
(iii).Promptly after the first meeting of the Board of Directors
of the Company or the Compensation Committee thereof following
execution of this Agreement, pursuant to the Company's 1993
Incentive Compensation Plan (the "Plan"), the Company will grant
to Employee options to purchase 375,000 shares of its common
stock at a purchase price equal to "fair market value," as
defined in the Plan, on the date of issuance of such options; of
the 375,000 shares, the grant of the option to purchase 225,000
shares shall be subject to approval by the Company's
shareholders, which matter shall be placed on the next annual
Company shareholder's meeting in calendar year 1997. Such
options (A) will vest and become exercisable in increments of
75,000 per year of the Employment Term, contingent on the
attainment by the Company of Company-wide performance goals
determined in the Company's Compensation Committee's sole
discretion, and such other or additional reasonably attainable
goals as may be determined by the Compensation Committee, and (B)
will be subject to such other reasonable restrictions and
limitations as may be determined by the Compensation Committee.
Employee shall have the right to provide input and make
recommendations with respect to the establishment of reasonable
Company-wide performance goals prior to their finalization and
adoption by the Company's Compensation Committee. If the Company
does not obtain shareholder approval for the remainder of
Employee's options granted hereunder, the Company agrees to place
the Employee in the same or substantially similar economic
position as if the options had been approved (i.e., in the form
of a cash payment, etc.)
(iv).During each year of Employee's employment hereunder,
Employee shall be entitled to four weeks' paid vacation and six
paid days sick leave, which shall not cumulate from year to year;
no vacation/sick pay shall be payable with respect to
vacation/sick leave not taken. Notwithstanding the foregoing, if
Employee delays or disrupts a previously scheduled vacation at
the request of the Company to handle Company business, then the
Company shall accommodate the Employee to make up for such
delayed/disrupted vacation.
(v).Employee shall be entitled to participate in and receive
benefits ("Other Benefits") under each employee benefit plan and
incentive compensation plan maintained by the Company on the same
basis and subject to the same eligibility and other requirements
and limitations as other Company employees similarly situated.
(vi).Employee shall entitled to an automobile allowance of
$600 per month and to reimbursement of the cost of fuel, fluids,
batteries and tires used in the operation of such automobile.
(vii).Employee shall be entitled to the use of a cellular
telephone in connection with the performance of his duties
hereunder and all cellular telephone charges associated with
Company business shall be reimbursed to the Employee by the
Company.
(b).Payment to Employee of all compensation hereunder shall be at
such times and in accordance with such payroll and reimbursement
practices as are followed by the Company for employees occupying
positions similar to that of Employee.
(c).Employee will be entitled to reimbursement for ordinary and
necessary business expenses incurred from time to time on behalf
of the Company in accordance with the Company's policies in the
performance of his duties hereunder, provided no such expense
will be reimbursed unless Employee will have properly accounted
for expenses to the extent necessary to substantiate the
Company's federal income tax deductions for such expenses under
the Internal Revenue Code of 1986 and the regulations promulgated
thereunder and consistent with the Company's expense
reimbursement policy. Subject to the Company's air travel
policy, as amended from time to time, air travel on trans-
Atlantic flights, flights over any portion of the Pacific Ocean
and flights which exceed a total of 6 hours of flight time shall
be in business class or equivalent thereof.
(d).Any and all of Employee's service as an employee, officer or
director of any subsidiary or other affiliate of the Company
shall be performed without additional compensation.
(e).Company shall provide directors and officers liability
insurance coverages of the Employee as an officer and director of
the Company with a minimum limit of liability of $5 million in
the aggregate and shall obtain the broadest possible coverage
terms using its commercially reasonable best efforts and shall
provide indemnification of the Employee as an officer and
director of the Company to the maximum extent permitted by
applicable law and the applicable provisions of the Company's By-
laws, as amended from time to time.
Termination. (a). This Agreement will terminate upon
Employee's death, in which event the Company shall pay to
Employee's spouse or, if Employee leaves no spouse, to Employee's
estate, in a lump sum in cash within 30 days the sum of the pro
rata amount of Employee's Annual Salary earned through the date
of death to the extent due but not previously paid (the "Accrued
Salary"). The Company shall also timely pay or provide to such
person any Other Benefits required to be furnished to such person
under any employee benefit plan.
(b).If Employee becomes unable to discharge the essential
functions of his job for a period of more than 60 consecutive
days or for more than 120 days in the aggregate during any 12-
month period because of physical or mental impairment, the Com-
pany may, at its option, terminate Employee's employment under
this Agreement upon not less than 30 days' written notice.
Employee shall continue to receive his full Annual Salary at the
rate then in effect until his employment is terminated pursuant
to this Section, provided that payments so made to Employee shall
be reduced by the sum of the amounts, if any, payable to Employee
under disability benefit plans of the Company. Upon termination
of Employee's employment under this Section, the Company shall
pay to Employee in a lump sum in cash within 30 days of the date
of termination all Accrued Salary and shall timely furnish to
Employee all Other Benefits. The Company agrees to cooperate
with Employee to deduct amounts from Employee's Annual Salary to
fund Employee's life insurance and disability insurance policies,
which shall be secured at Employee's sole cost and
responsibility.
(c).The Company shall have the right to terminate Employee's
employment for Cause. For purposes of this Agreement, the
Company shall have "Cause" if: (i) Employee commits an illegal
act (other than traffic violations or misdemeanors punishable
solely by the payment of monetary fines) or engages in dishonest
or unethical conduct that has an adverse effect on the Company or
its business reputation; (ii) Employee is found guilty of fraud,
theft, embezzlement or the misappropriation of funds; or (iii)
Employee fails to perform the duties required to be performed by
him hereunder and such failure is not waived by the Company or
cured by Employee within 30 days after the Company notifies
Employee of the basis for the Company's claim that Employee has
failed to perform his obligations hereunder, unless and to the
extent that such failure is a result of the Company's breach of
this Agreement or such failure occurs at a time during which
Employee has Good Reason (as defined below) to terminate his
employment, or such failure is excused under the Company's sick
leave or vacation policies. If Employee's employment shall be
terminated for Cause by the Company, this Agreement shall
terminate without further obligation to Employee whatsoever other
than for Accrued Salary, which shall be paid in a lump sum in
cash within 30 days of the date of termination, and for Other
Benefits, which the Company shall timely furnish to Employee.
(d).Notwithstanding anything to the contrary herein, the
Employee's employment may not be terminated for Cause under
Section 4(c)(iii) hereof (A) unless the Employee shall have
failed to have corrected the failure or misconduct constituting
such Cause within 30 days after having received written notice
from the Company's Chairman of the Board specifying such failure
or misconduct and the action that the Company requests the
Employee take to remedy such failure or misconduct, and (B)
unless and until there shall have been delivered to the Employee
a copy of a resolution duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board at
a meeting of the Board called on behalf for the purpose (after 10
day's notice to the Employee and an opportunity for the Employee
together with his counsel, to be heard before the Board), finding
that in the good faith opinion of the Board the Employee was
guilty of the conduct set forth in clause 4(c)(iii) hereof,
specifying the particulars thereof in detail, that the Employee
was given written notice to correct such failure or misconduct as
provided above, and the Employee failed to have corrected such
failure or misconduct within the 30 day period provided above.
It is expressly agreed and understood that this Section 4(d)
shall not apply to the term "Cause" as defined in Section 4(c)(i)
and (ii) hereof. It is also expressly understood that the
Employee's attention to the business set forth in Appendix B
attached hereto shall not provide a basis for termination for
Cause; provided such attention does not unduly interfere or
materially conflict with his obligations hereunder, as determined
by the affirmative vote of not less than a majority of the entire
membership of the Board at a meeting of the Board called on
behalf and for the purpose of making such determination (after 10
day's notice to the Employee and an opportunity for the Employee,
together with his counsel, to be heard before the Board).
(e).Employee may terminate his employment at any time and for any
reason, including for Good Reason (as defined below). For
purposes of this Agreement, "Good Reason" shall mean any action
by the Company in relation to Employee's salary, duties or
position as an officer of the Company (other than any action
contemplated under this Agreement, any action that is voluntary
on the part of Employee, and any isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied
by the Company after receipt of notice thereof given by Employee)
that results in any of the following: (i) a reduction in
Employee's Annual Salary or other compensation provided for under
this Agreement or a failure by the Company to pay to the Employee
any installment of the Annual Salary or incentive bonus, if any,
which failure continues for a period of 20 days after written
notice thereof is given by Employee to the Company; (ii) a change
in the Employee's status, title or position (as an officer of the
Company) which does not represent a promotion from or enhancement
of his status, title, position as an executive officer, or the
assignment by the Company's Board of Directors to the Employee of
any duties or responsibilities which are inconsistent with such
status, title or position or any removal of the Employee from or
any failure to reappoint or re-elect to such position, except in
connection with a justifiable termination by the Company of the
Employee's employment for Cause or, the disability, retirement or
death of Employee or termination by Employee of his employment
other than for Good Reason; (iii) the failure of the Company to
review the Employee's Annual Salary as provided in Section 3
hereof; (iv) Company's requiring the Employee, without the
Employee's consent, to be based anywhere other than in Lafayette,
Louisiana or Houston, Texas, except for required travel on the
Company's business to an extent substantially consistent with the
business and travel obligations which the Employee undertook on
behalf of the Company prior to such required change; (v) any
refusal by the Company to allow Employee to attend to matters or
engage in the businesses described in Appendix B attached hereto
and made a part hereof; and (vi) the failure of the Company to
promote Employee by not later than August 1, 1997 to the position
of President and Chief Executive Officer.. If Employee
voluntarily terminates his employment other than for Good Reason,
this Agreement shall terminate without further obligation to
Employee whatsoever other than for the Accrued Salary, which
shall be paid in a lump sum in cash within 30 days of the date of
termination, and for Other Benefits and fully vested stock
options hereunder, if any, which the Company shall timely furnish
to Employee.
(f).If during the term of this Agreement (i) the Company shall
terminate Employee's employment other than for death, disability
or Cause or (ii) Employee shall terminate his employment for Good
Reason, then Employee shall be entitled to receive in a lump sum
in cash within 30 days of the date of termination an amount equal
to the full current Annual Salary plus an amount equal to the
full incentive bonus paid or payable for the year immediately
preceding such termination.. In the event of such termination,
the Company shall also timely pay or provide Other Benefits, if
any, to Employee. Earnings of Employee from other sources before
or after the date of termination shall not be taken into account
and shall not reduce the amount payable to Employee hereunder.
Representations and Warranties of Employee. Employee represents
and warrants to the Company that (a) Employee is under no
contractual or other obligation compliance with which is incon-
sistent with the execution of this Agreement, the performance of
his obligations hereunder, or the other rights of the Company
hereunder and (b) Employee agrees faithfully and consistently to
comply in all material respects with all of the Company's
policies, procedures, regulations and workplace rules, as amended
from time to time.
Confidential Information. (a). Employee agrees that he will
not either during the period of his employment hereunder or at
any time within five years thereafter disclose to any
unauthorized person or entity, or use for his own benefit or the
benefit of any unauthorized person or entity, any Confidential
Information relating to the Company, its subsidiaries or affili-
ates, or to any of the businesses operated by them, and Employee
confirms that all such information constitutes the exclusive
property of the Company. For the purposes of this Agreement, the
term "Confidential Information" shall mean information of any
nature and in any form that at the time or times concerned is not
generally known to those persons engaged in business similar to
that conducted or contemplated by the Company or its subsidiaries
(other than by the act or acts of an employee not authorized by
the Company to disclose such information), and shall be deemed to
include all lists or other compilations of data regarding the
names, addresses or other information concerning existing or
potential customers of the Company and its subsidiaries
("Customers"), trade secrets, new ideas, pricing policies,
operational methods, marketing plans or strategies, business
expansion plans or strategies, and financial data, irrespective
of whether such information or material is marked "Confidential."
Employee shall return to the Company all Confidential Information
reduced to a tangible or electronic medium and all other Company
property in Employee's possession or within Employee's control
prior to or at the termination of his employment.
(b).The confidential obligations, restrictions of use and
ownership provisions set forth herein shall not extend to any
device, process, technology, idea, design, hardware or other
Confidential Information that: (i) is currently in the public
domain; (ii) subsequently becomes a part of the public domain
through no fault or breach by Employee; (iii) is disclosed by
others to Employee without any breach of any obligation to the
Company or its subsidiary or affiliated companies; or (iv) which
Employee can show (A) was already in his possession at the time
of disclosure to him or (B) was independently developed by
Employee during a period of time not including the Employment
Term.
Obligation of Loyalty to the Company. (a). During the term of
Employee's employment under this Agreement, Employee agrees that
he will not:
(i).Make any statement or perform any act intended to advance an
interest of any existing competitor of the Company or its
subsidiaries in any way that will or may injure the Company or
its subsidiaries in their relationship and dealings with any ex-
isting or potential customer, supplier or creditor, or solicit or
encourage any other employee of the Company and its subsidiaries
to do any act that is disloyal to the Company or its subsidiaries
or inconsistent with the interests of the Company or its
subsidiaries or in violation of any material provision of this
Agreement;
(ii).Solicit any other employee to participate in or assist with
the formation or operations of any business intended to compete
with the Company and its subsidiaries or with respect to the
possible future employment of such other employee by any such
business; or
(iii).Inform any existing or potential customer, supplier or
creditor of the Company and its subsidiaries that Employee
intends to resign, or make any statement or do any act intended
to cause any existing or potential customer, supplier or creditor
of the Company and its subsidiaries to learn of Employee's
intention to resign.
(b).During the term of Employee's employment under this
Agreement, if Employee has or expects to acquire a proprietary
interest in, or is or expects to be made an agent, consultant,
employee, officer or director of, any existing or future business
that provides or will provide services or products in competition
with the Company and its subsidiaries, Employee agrees that he
will immediately furnish to a corporate officer of the Company
all information that may reasonably be of assistance to the
Company in acting promptly to protect its relationships with any
existing or potential customer, supplier or creditor with whom
Employee has had any dealings as a result of his employment by
the Company and its subsidiaries.
Covenant Not to Compete. (a). During the Employment Term and
for a period of up to two years commencing on the Termination
Date in the event the Company elects pursuant to Section 8(c)
hereof, Employee agrees that, with respect to each State of the
United States or other jurisdiction, or specified portions
thereof, in which the Employee regularly (i) makes contact with
customers of the Company or any of its subsidiaries, (ii)
conducts the business of the Company or any of its subsidiaries
or (iii) supervises the activities of other employees of the
Company or any of its subsidiaries, as identified in Appendix C
attached hereto and forming a part of this Agreement, and in
which the Company or any of its subsidiaries engages in the
Company Business on the Termination Date (collectively, the
"Subject Areas"), Employee will restrict his activities within
the Subject Areas in accordance with the following provisions of
this Section 8. For purposes of this Section 8, the term
"Company Business" means the business of directly providing
diving, remotely operated vehicles, vessels and related marine
construction and other ancillary services and products including,
without limitation, the sale, manufacture and installation of
subsea pipeline connector products and marginal well protection
systems and the provision of environmental remediation and oil
spill response services and derrick barge and related ancillary
services.
(i).Employee will not, directly or indirectly, for himself or
others, own, manage, operate, control, be employed in an
executive, managerial or supervisory capacity by, or otherwise
engage or participate in or allow his skill, knowledge,
experience or reputation to be used in connection with, the
ownership, management, operation or control of, any company or
other business enterprise, or any part thereof or interest
therein, engaged in the Company Business within any of the
Subject Areas; except Employee may engage in the business
enterprises set forth in Appendix B attached hereto and made a
part hereof.
(ii).Employee will not call upon any customer of the Company or
its subsidiaries for the purpose of soliciting, diverting or
enticing away the business of such person or entity, or otherwise
disrupting any previously established relationship existing
between such person or entity and the Company or its
subsidiaries;
(iii).Employee will not solicit, induce, influence or attempt to
influence any supplier, lessor, licensor, potential acquiree or
any other person who has a business relationship with the Company
or its subsidiaries, or who on the Termination Date is engaged in
discussions or negotiations to enter into a business relationship
with the Company or its subsidiaries, to discontinue or reduce
the extent of such relationship with the Company or its
subsidiaries; and
(iv).For a period of one year from and after the Termination
Date, Employee will not make contact with any of the employees of
the Company or its subsidiaries with whom he had contact during
the course of his employment with the Company for the purpose of
soliciting such employee, for hire, whether as an employee or
independent contractor, or otherwise disrupting such employee's
relationship with the Company or its subsidiaries except
Employee's new employer, if any, may make contact with and
solicit Company or its subsidiary employees provided Employee has
not breached Section 6 hereof with respect to such new
employer3's action.
(b).Employee agrees that he will from time to time upon the
Company's request promptly execute any supplement, amendment,
restatement or other modification of Appendix C as may be
necessary or appropriate to correctly reflect the jurisdictions
which, at the time of such modification, should be covered by
Appendix C and this Section 8. Furthermore, Employee agrees that
all references to Appendix C in this Agreement shall be deemed to
refer to Appendix C as so supplemented, amended, restated or
otherwise modified from time to time.
(c).(i) In the event of the termination of Employee's employment
by the Company for Cause or by the Employee for other than Good
Reason, Company shall have the option at the time of such
termination, upon payment to Employee of an amount in cash
equivalent to $100,000 to extend Employee's foregoing covenant
not to compete for a period of one (1) year or two (2) years from
the date of termination (at the Company's option) and Employee
agrees to such extension of such covenant upon receipt of payment
of such above amount in immediately available good funds; the
$100,000 payment shall be due and payable on the first day of
each of the two years if two years is elected by Company
($200,000 in total).
(ii) In the event of the termination of Employee's employment by
the Company other than for death, disability or Cause or the
termination of Employee of his employment for Good Reason,
Company shall have the option, at the time of such payment, upon
payment to Employee of an amount in cash equal to $200,000 per
annum and the incentive bonus, if any, paid or payable to
Employee for the immediately preceding year (but in addition, to
the amounts set forth provided in Section 4(f) hereof) to extend
Employee's covenant not to compete for a period of one (1) year
or two (2) years from the date of termination (at the Company's
option), and Employee agrees to such extension of such covenant
upon receipt of payment of such above amount and in Section 4(f)
in immediately available good funds; the $200,000 plus bonus
payment shall be due and payable on the first day of each of the
two years if two years is elected by Company ($400,000 plus bonus
amount in total). In no event shall Employee's covenant not to
compete extend beyond the expiration date of this Agreement or
any extension thereof.
(d).Employee acknowledges that a breach by Employee of Section 6
or 8 would cause immediate and irreparable harm to the Company
for which an adequate monetary remedy does not exist; hence,
Employee agrees that, in the event of a breach or threatened
breach by Employee of the provisions of Section 6 or 8 during or
after the Employment Term, the Company shall be entitled to
injunctive relief restraining Employee from such violation
without the necessity of proof of actual damage or the posting of
any bond, except as required by non-waivable, applicable law.
Nothing herein, however, shall be construed as prohibiting the
Company from pursuing any other remedy at law or in equity to
which the Company may be entitled under applicable law in the
event of a breach or threatened breach of this Agreement by
Employee, including without limitation the recovery of damages
and costs and expenses, such as reasonable attorneys' fees,
incurred by the Company as a result of any such breach. Employee
acknowledges that the payments provided under Section 8(c) are
conditioned upon, among other things, Employee's fulfilling his
agreements contained in this Section 8. In the event Employee
shall at any time materially breach any noncompetition or
nondisclosure agreements contained in Section 6 or this Section
8, the Company may suspend or eliminate such payments during the
period of such breach. Employee acknowledges that any such
suspension or elimination of payments would be an exercise of the
Company's right to suspend or terminate its performance hereunder
upon Employee's breach of this Agreement; such suspension or
elimination of payments would not constitute, and should not be
characterized as, the imposition of liquidated damages.
(e).Any dispute regarding the reasonableness of the covenants and
agreements set forth in this Section 8, or the territorial scope
or duration thereof, or the remedies available to the Company
upon any breach of such covenants and agreements, shall be
governed by and interpreted in accordance with the laws of the
State of the United States or other jurisdiction in which the
alleged prohibited competing activity or disclosure occurs, and,
with respect to each such dispute, the Company and Employee each
hereby irrevocably consent to the exclusive jurisdiction of the
state and federal courts sitting in the relevant State (or, in
the case of any jurisdiction outside the United States, the
relevant courts of such jurisdiction) for resolution of such
dispute, and agree to be irrevocably bound by any judgment
rendered thereby in connection with such dispute, and further
agree that service of process may be made upon him or it in any
legal proceeding relating to this Section 8 by any means allowed
under the laws of such jurisdiction.
(f).Employee hereby represents to the Company that he has read
and understands, and agrees to be bound by, the terms of this
Section 8. Employee acknowledges that the geographic scope and
duration of the covenants contained in Section 8 are the result
of arm's length bargaining and are fair and reasonable in light
of (i) the importance of the functions performed by Employee and
the length of time it would take the Company to find and train a
suitable replacement, (ii) the nature and wide geographic scope
of the operations of the Company and its subsidiaries, (iii)
Employee's level of control over and contact with the business
and operations of the Company and its subsidiaries in all
jurisdictions where same are conducted and (iv) the fact that all
facets of the Company Business are conducted by the Company and
its subsidiaries throughout the geographic area where competition
is restricted by this Agreement.
Binding Effect.
(a).This Agreement shall be binding upon and inure to the benefit
of the Company and any of its successors or assigns.
(b).This Agreement is personal to the Employee and shall not be
assignable by the Employee without the consent of the Company
(there being no obligation to give such consent) other than such
rights or benefits as are transferred by will or the laws of
descent and distribution.
(c).The Company shall require any successor to or assignee of
(whether direct or indirect, by purchase, merger, consolidation
or otherwise) all or substantially all of the assets or
businesses of the Company (i) to assume unconditionally and
expressly this Agreement and (ii) to agree to perform all of the
obligations under this Agreement in the same manner and to the
same extent as would have been required of the Company had no
assignment or succession occurred, such assumption to be set
forth in a writing reasonably satisfactory to the Employee. In
the event of any such assignment or succession, the term
"Company" as used in this Agreement shall refer also to such
successor or assign.
Notices. All notices hereunder must be in writing and shall be
deemed to have given upon receipt of delivery by: (a) hand
(against a receipt therefor), (b) certified or registered mail,
postage prepaid, return receipt requested, (c) a nationally
recognized overnight courier service (against a receipt therefor)
or (d) telecopy transmission with confirmation of receipt. All
such notices must be addressed as follows:
If to the Company, to:
American Oilfield Divers, Inc.
130 East Kaliste Saloom Road
Lafayette, Louisiana 70508
Telecopy No. 318-232-7306
Attn: Quinn J. Hebert
If to the Employee, to:
Rodney W. Stanley
15 Village Oaks Lane
Houston, Texas 77055
Fax No.: (713) 464-5011
or such other address as to which any party hereto may have
notified the other in writing.
Governing Law. This Agreement shall be construed and enforced
in accordance with and governed by the internal laws of the State
of Louisiana without regard to principles of conflict of laws,
except as expressly provided in Section 8 above with respect to
the resolution of disputes arising under, or the Company's
enforcement of, Section 8 of this Agreement.
Withholding. The Employee agrees that the Company has the right
to withhold, from the amounts payable pursuant to this Agreement,
all amounts required to be withheld under applicable income
and/or employment tax laws, or as otherwise stated in documents
granting rights that are affected by this Agreement.
Severability. If any term or provision of this Agreement
(including without limitation those contained in Appendix A, B or
C), or the application thereof to any person or circumstance,
shall at any time or to any extent be invalid, illegal or
unenforceable in any respect as written, Employee and the Company
intend for any court construing this Agreement to modify or limit
such provision temporally, spatially or otherwise so as to render
it valid and enforceable to the fullest extent allowed by law.
Any such provision that is not susceptible of such reformation
shall be ignored so as to not affect any other term or provision
hereof, and the remainder of this Agreement, or the application
of such term or provision to persons or circumstances other than
those as to which it is held invalid, illegal or unenforceable,
shall not be affected thereby and each term and provision of this
Agreement shall be valid and enforced to the fullest extent
permitted by law.
Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach thereof.
Remedies Not Exclusive. No remedy specified herein shall be
deemed to be such party's exclusive remedy, and accordingly, in
addition to all of the rights and remedies provided for in this
Agreement, the parties shall have all other rights and remedies
provided to them by applicable law, rule or regulation.
Company's Reservation of Rights. Employee acknowledges and
understands that the Employee serves at the pleasure of the
Company's Board of Directors and that the Company has the right
at any time to terminate Employee's status as an employee of the
Company, or to change or diminish his status during the
Employment Term, subject to the rights of the Employee to claim
the benefits conferred by this Agreement.
17.Survival. The rights and obligations of the Company and
Employee contained in Section 8 of this Agreement shall survive
the termination of the Agreement. Following the Termination
Date, each party shall have the right to enforce all rights, and
shall be bound by all obligations, of such party that are
continuing rights and obligations under this Agreement.
18.Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Company and the Employee have caused this
Agreement to be executed as of the date first above written.
AMERICAN OILFIELD DIVERS, INC.
By:
George C. Yax
President and Chief Executive Officer
EMPLOYEE:
By:
Rodney W. Stanley
<PAGE>
APPENDIX A
AMERICAN OILFIELD DIVERS, INC.
POSITION SPECIFICATION
SENIOR VICE PRESIDENT
SUMMARY
Reporting to the Chairman of the Board, Chief Executive Officer
and President, the Senior Vice President will be the key
executive responsible for the daily management of international
operations, including American International Divers, Ltd., Tarpon
Systems, Inc., and American Pollution Control. This position
will focus on controlling day-to-day activities of these profit
centers, providing leadership for increasing sales, undertaking
safe and profitable projects and creating an effective and
positive growth and profitability-focused working environment.
He will provide hand-on profit and loss management to a company
facing significant international growth opportunities in highly
competitive market conditions.
RELATIONSHIPS
Reports to: Chairman, President & Chief Executive
Officer
Direct reports: President, Tarpon Systems
Vice President and Managing Director-
Worldwide Operations, AIDL
Vice President & General Manager, AMPOL
Key Board of Directors
relationships:
EVP and Chief Operating Officer
Corporate Counsel and Secretary
VP and General Manager/Offshore Division
VP-Finance and Chief Financial Officer
MAJOR RESPONSIBILITIES
Plan, develop, establish and enforce long-term and short-term
policies, directives and business strategies of each Profit
Center in accordance with the Board of Directors' and the CEO's
policies and directives.
Oversee the day-to-day operations and resolve the material and
significant issues that arise during the ordinary course of
business. Confer with each Profit Center manager and other
Company executives on a regular basis to coordinate functions and
operations among all Company subsidiaries, divisions and
departments to maximize profit and eliminate unnecessary
duplication. Establish, maintain and enforce internal
responsibilities and procedures to maximize growth and
profitability and eliminate inefficiencies.
Review management information systems and analyze organization's
financial and other reports to determine results of operations
compared to the plan. Timely revise and adjust business plans
and strategies in accordance with current and expected market
conditions.
Evaluate performance of appropriate senior management on a semi-
annual basis for compliance with established policies,
profitability and performance objectives.
Review and recommend potential acquisition candidates (whether a
separate company, products or new service lines) and other
business opportunities with the President and other appropriate
executives.
Act as a facilitator among the various subsidiaries for future
business growth and profitability.
Create an atmosphere of cohesive teamwork for appropriate
internal performance analysis and action.
Confer with members of senior management regarding sales and
marketing activities for unified and thorough presentations.
Member of Executive Committee comprised of CEO, Ex. V.P. and
COO, VP-Finance and CFO, Corporate Counsel/Secretary and Sr. V.P.
to, among other things, review strategic issues and handle
various other companywide matters.
Participate in and help lead Company meetings and functions,
investor conference calls, sales calls and other similar meetings
and functions, as required by the above duties and
responsibilities or as requested by the President.
Ensure the effective function and integrity of the Company's
capital budgetary process.
<PAGE>
Appendix B
Three separate businesses located in Australia.
<PAGE>
Appendix C to Employment Agreement
between American Oilfield Divers, Inc.
and
Rodney W. Stanley
Revision No. O of Appendix A,
Effective as of July 12, 1996;
Updated to July 16, 1996
Jurisdictions In Which Competition
Is Restricted As Provided
In Section 8
A. States and Territories of the United States:
Louisiana-- The following parishes in the State of Louisiana:
Cameron, Vermilion, St. Mary, Terrebonne, Lafourche, Jefferson,
Plaquemines, Orleans, St. Bernard, Lafayette and Iberia.
2.Texas-- All counties.
3.Kansas-- All counties.
4.Ohio-- All counties.
5.California-- All counties.
B.Other Jurisdictions: Nigeria, Ivory Coast, and the United Arab
Emirates, including without limitation, all of the land area
within their respective jurisdictional boundaries or otherwise
under the control of or claimed by their respective governments,
their respective territorial offshore waters, other offshore
waters otherwise under the control of or claimed by their
respective governments.
Agreed to and Accepted:
American Oilfield Divers, Inc. Employee
By: George C. Yax Rodney W. Stanley
President and Chief Executive
Date: Date:
NEWS RELEASE
For Further information contact:
Greg Rosenstein Cathy Green
Manager of Investor Relations Chief Financial Officer
(318) 234-4590 (318) 234-4590
_________________________________________________________________
FOR IMMEDIATE RELEASE
TUESDAY, JULY 16, 1996
SUBSEA SERVICES INDUSTRY VETERAN RODNEY W. STANLEY NAMED
SENIOR VICE PRESIDENT OF AMERICAN OILFIELD DIVERS
Lafayette, LA - American Oilfield Divers, Inc. (NASDAQ:
DIVE) announced today that its Board of Directors named Rod
Stanley to the newly created position of Senior Vice President-
International Operations.
Stanley will be responsible for, among other things, the
daily management of American International Diving, Ltd., Tarpon
Systems, Inc. and American Pollution Control, Inc.
"Rod possesses the unique combination of operations and
management experience in diving, remotely operated vehicles and
general underwater services, " said George C. Yax, AOD's Chairman
of the Board, Chief Executive Officer and President. "That
combination, coupled with Rod's broad experience in many
international markets, will go a long way in our efforts to
expand our international presence for the aforementioned
subsidiaries, and the Company in general. Rod is a capable and
decisive manager with strong leadership skills and we're excited
about adding him to our management team."
Stanley brings to AOD more than 30 years of experience in
the diving, ROV and underwater services industries, beginning his
career in 1963 as one of the first professional divers in
Australia. He spent the next three decades in increasingly more
responsible international, entrepreneurial and management
positions.
From 1995-96, Stanley served as President and Chief
Executive Officer of Hard Suits, Inc., a Vancouver, Canada based
one atmospheric diving suit manufacturer. Stanley reorganized
the company, expanded its international presence and secured
several contracts with oil and as industry customers.
Prior to joining Hard Suits, Stanley spent 10 years at
Sonsub, a provider of specialist subsea engineering and heavy
work class ROV services which he founded after a management
buyout of a Sonat Inc. subsidiary in 1986. As president, Stanley
initiated strategy to refinance the company and expand its
operations into the Southeast Asia, North Sea and other
international offshore construction markets. Stanley remained as
president of Sonsub until 1995 after negotiating the sale of the
company to the Italian corporation E.N.I. in 1992.
From 1969-84, Stanley worked his way up the diving ranks of
Divcon International and its successor, Oceaneering
International. He started as a diving superintendent with Divcon
in 1969, and ended his tenure with Oceaneering as Regional
director - Underwater and Marine for the Asia Pacific Region.
While at Oceaneering, Stanley also held management positions in
operations and sales.
American Oilfield Divers, Inc., is a leading provider of
diving services, subsea products, marine construction and
environmental services to the offshore oil and gas industry,
primarily in the U.S. Gulf of Mexico, U.S. West Coast,
internationally and to certain U.S. inland customers.
###
