exv4w1



 









Exhibit 4.1




CONTRACT OF EMPLOYMENT




Between




Petroleum Geo-Services ASA (“PGS” or the “Company”), Lysaker, Norway.




and




the Group Managing Director/CEO (the “CEO”), Svein Rennemo (“Rennemo”)



Svein Rennemo, born 24 July 1947, was appointed as the CEO of PGS, effective as of 7 November 2002.
This Contract of Employment shall supersede and replace all previous contracts of employment
between PGS and the CEO.



As the CEO, Svein Rennemo undertakes to perform the duties that is determined in the Norwegian
Companies Act, the Articles of Association of the Company and otherwise in accordance with the
decisions and guidelines adopted by the Board of Directors. The CEO reports to the Board of
Directors.




1 SALARY AND OTHER BENEFITS



The CEO’s annual salary shall for 2006 be NOK 3,250,000. Salary shall be paid monthly the 20th
every month, except the month when holiday allowance disburses. The salary shall be reviewed
annually at 1 January every year.



Svein Rennemo shall receive an annual car allowance. For 2006 the car allowance shall be NOK
225,000. He shall also be entitled to mobile phone, telephone and one newspaper subscription.



Svein Rennemo is entitled to the company’s group life — accident — and travel insurance, and other
personnel insurances the Company possesses.




2 BONUSES



Svein Rennemo will participate in the Company’s bonus arrangement for the CEO as in force at the
time. The terms of the bonus arrangement is laid out separately. According to the terms of the
bonus arrangement, shares acquired pursuant thereto may not be sold prior to three years after the
date of purchase. Notwithstanding the terms of the bonus arrangement, Rennemo shall, when notice
of termination is given, or provided no notice of termination is given prior to the day he turns
60, immediately following a termination with immediate effect on the day Rennemo turns 60, be
entitled to sell all shares he holds in the Company, provided always that at such point in time he
does not possess insider information and otherwise comply with all applicable rules and regulations
for such sale.




3 PENSION



Rennemo’s pension age shall be 60 years.










 



 


			
	Contract of Employment, Svein Rennemo
	 	Page 2 of 4





As pension compensation, the Company shall:





	 	1)	 	Pay to the CEO NOK 200,000 annually as compensation for lack of an executive
pension arrangement.
	 
	 	2)	 	Commencing 1 January, 2006, contribute to the general pension insurance scheme
(as applicable to all Norwegian employees) a premium to the benefit of the CEO
equivalent as for the other Norwegian employees of the Company.
	 
	 	3)	 	Make a lump sum payment of NOK 361,058 to the general pension insurance scheme
(as applicable to all Norwegian employees), to compensate for lack of premium payments
for the period 7 November, 2002 to 31 December, 2005.





4 EXTERNAL ENGAGEMENTS



Svein Rennemo shall place his entire capacity for work at the disposal of the Company, and he may
not without the prior approval of the Chairperson of the Board of Directors exercise or take part
in other businesses, paid or unpaid.



Per December 1 2005 Svein Rennemo has the following external tasks/posts approved by the
Chairperson of the Board of Directors:




Chairman Board of Directors of Statnett SF

Chairman Supervisory Board of Marine Harvest NV

Member Corporate Assembly of Orkla ASA




5 TERMINATION



Rennemo’s employment with the Company shall be deemed terminated with immediate effect the day
Rennemo turns 60, except as otherwise agreed in writing between the Company and Rennemo. The
parties will discuss Rennemo’s further connection with the Company within 6 months before Rennemo
turns 60 years.



The Company can terminate the CEO with 12 months notice, or under the circumstance that notice of
termination is given after Rennemo’s 59th birthday, with a notice period corresponding to the
period remaining to Rennemo’s 60th birthday calculated from the date of notice of termination (both
alternatives the “Notice Period”). Rennemo shall for the Notice Period, and where the Notice
Period expires prior to Rennemo’s 60th birthday until he turns 60 years of age, be entitled to
receive all the benefits that ensue from this agreement.



Upon termination by the Company of the agreement with Rennemo, Rennemo hereby waives the rights
that otherwise apply to employees in Chapter 12, cf Section 56 third paragraph, of the Working
Environment Act (Norway). Rennemo shall in the Notice Period be at the Company’s disposal.



Rennemo can terminate the agreement with 12 months notice, or under the circumstance that notice of
termination is given after Rennemo’s 59th birthday, with a notice period corresponding










 



 




			
	Contract of Employment, Svein Rennemo
	 	Page 3 of 4





to the period remaining to Rennemo’s 60th birthday calculated from the date of notice of
termination (both alternatives the “CEO Notice Period”). The Board of Directors of the Company may
at their discretion decide to what extent Rennemo will be required to work up to three months of
the Notice Period or the CEO Notice Period, and also the duties and obligations Rennemo will
perform during this period.



In the CEO Notice Period, there will be a curtailment for other income except capital income and
income from approved external tasks according to section 4.



Under no circumstances shall Rennemo during the CEO Notice Period or the Notice Period be entitled
to engage himself in, directly or indirectly, companies that directly or indirectly compete with
the Company or any of its subsidiaries.



Under all circumstances shall the right to pay after termination be conditional upon the CEO not
having committed any gross or other serious breach of his duties.



Notwithstanding the above, the agreement can be terminated with immediate effect without any
warning if Rennemo commits a breach of his duties under the contract.




6 CONFIDENTIALITY



Rennemo shall, both during the time of employment as well as after the termination of his
employment, maintain absolute secrecy in relation to third parties concerning business or trade
secrets that can be of use for other companies which directly or indirectly compete with PGS and/or
anyone of its subsidiary companies.




7 VACATION



Rennemo is entitled to holiday and holiday allowance/pay as it is regulated by the applicable
Norwegian Act on holiday.



The time of holiday must be agreed upon with the Chairperson of the Board of Directors.



The fixed salary and the disbursed bonus are the basis for the holiday allowance/pay.




8 DISPUTES



In the event of disagreement between the parties concerning the interpretation, application and
performance of this agreement shall be governed by a court of arbitration consisting of three
persons. The parties shall each appoint an arbitrator, and the two appointed arbitrators shall
jointly appoint the court of arbitration’s presiding judge. If one of the parties does not appoint
an arbitrator within 14 days after arbitration has been demanded, the circuit judge of Asker og










 



 




			
	Contract of Employment, Svein Rennemo
	 	Page 4 of 4





Baerum tingrett shall appoint the arbitrator. The court of arbitration’s decision in the case
shall be the full and final resolution of the dispute.




Lysaker, 26 January 2006




	 	 	 
	/s/ JENS ULLTVEIT-MOE

	 	/s/ SVEIN RENNEMO
	 

	 	 
	Jens Ulltveit-Moe

	 	Svein Rennemo
	Petroleum Geo-Services ASA

	 	Group Managing Director / CEO
	Chairperson of the Board of Directors