exhibit1018pmv2






        VARIATION TO EXECUTIVE SERVICES AGREEMENT DATED 30 MAY 2012    BETWEEN Peter McCann of (you or your); and Civeo Pty Ltd [ABN 53 003 657 510] of Level 6, 10  Bond Street, Sydney in the State of New South Wales (Civeo AUS)    1. Definitions    1.1 In this variation agreement, unless the context requires otherwise:    (a) Civeo means Civeo Corporation, being a company incorporated in the province of British  Columbia, Canada;    (b) ESA means the Executive Services Agreement between you and Civeo AUS dated 30 May  2012;    (c) Executive Agreement means the executive agreement between you and Civeo dated  August 17, 2015; and    (d) FW Act means the Fair Work Act 2009 {Cth) as amended from time to time.        2. Relationship to the ESA    2.1 The parties acknowledge and agree that the Executive Agreement shall operate according to its  terms, but subject to the terms of this variation agreement.    2.2 To the extent of any inconsistency between the ESA and the Executive Agreement, the terms of this  variation agreement shall apply and prevail. In all other respects, the ESA continues to prescribe  your terms and conditions of employment with Civeo AUS.    2.3 Nothing in this Agreement will be deemed to create a relationship of employer and employee between  you and Civeo, and you acknowledge and agree you remain employed by Civeo AUS unless and  until your employment is terminated in accordance with the ESA.        3. Executive Agreement    3.1 Despite and in addition to clauses 11 and 15 of the Executive Agreement, in the event of any dispute  then either party to the Executive Agreement may in the alternative elect to commence a proceeding  in any Federal or State court of competent jurisdiction in New South Wales.            Stay Well. Work Well.  





 






Page I 2    Stay Well. Work Well.     4. Termination    4.1 Despite clause 3{A) of the Executive Agreement, clause 18 of the ESA shall continue to prescribe  the terms and conditions applicable to the termination of your employment with Civeo AUS.    4.2 In the event your employment with Civeo AUS in terminated in circumstances giving rise to an  entitlement to a redundancy payment under section 119 of the FW Act, or any other applicable  industrial law or instrument, then you acknowledge and agree that your entitlement to redundancy  pay under such law or instrument may be offset by any amounts paid or payable to you pursuant to  the Executive Agreement.    5. General    5.1 Acknowledgement: you acknowledge and agree that you have had the opportunity to take  independent professional legal advice regarding this variation agreement and you enter into the  variation agreement voluntarily without duress, coercion or undue influence.    5.2 Waiver: any failure by a party to insist on performance of a term of this agreement at any time is  not a waiver of its right to insist upon performance of that or any other term at a later time.    5.3 Severability: Any provision of this agreement that is or becomes illegal, void or unenforceable will  be ineffective to the extent only of such illegality, voidness or unenforceability and will not  invalidate the remaining provisions.    5.4 Entire Agreement: this variation agreement shall be read together with the terms of the ESA as  representing the entire agreement between Civeo AUS and you in relation to your terms and  conditions of employment and supersedes any prior understanding or agreement between you  and Civeo AUS and any prior condition, warranty, representation or indemnity imposed or made  by either party whether in writing or not.    5.5 In the event of any default by Civeo in relation to any rights or obligations under the terms of the  Executive Agreement, then Civeo AUS agrees to be bound by the terms of the Executive Agreement  as if it were a party.    5.6 In the event of any default by you in relation to any rights or obligations under the terms of the  Executive Agreement, then Civeo AUS may (in addition or in the alternative to Civeo) enforce the  Executive Agreement against you.    5.7 Variation: no part of this agreement may be changed or varied in any way after it has been signed  except in writing signed by or on behalf of Civeo, Civeo AUS and you.    5.8 Counterparts: this agreement may be executed in counterparts and all counterparts when taken  together shall form one instrument. 





 






Page I 3    Stay Well. Work Well.       6. EXECUTION    EXECUTED FOR AND ON BEHALF OF  CIVEO AUS ON  EXECUTED BY THE EMPLOYEE  ON    Date:      Signature of Executor                          Name of Executor    EXECUTED FOR AND ON BEHALF OF  CIVEO CORPORATION    Date:      Signature                Name of Executor  





 






1 Active 17097592.5   EXECUTIVE AGREEMENT    This Executive Agreement ("Agreement") between Civeo Corporation, a Canadian  corporation (the "Company"), and Peter McCann (the "Executive") is made and entered into  effective as of the date of       August 17, 2015 (the "Effective Date").    WHEREAS, Executive is a key executive of the Company or a subsidiary; and    WHEREAS, the Company believes it to be in the best interests of its stockholders to attract,  retain and motivate key executives and ensure continuity of management; and    WHEREAS, it is in the best interest of the Company and its stockholders if the key  executives can approach material business development decisions objectively and without concern  for their personal situation; and  WHEREAS, the Company recognizes that the possibility of a Change of Control (as defined  below) of the Company may result in the departure of key executives to the detriment of the  Company and its stockholders; and    WHEREAS, the Board of Directors of the Company (the "Board") has authorized this  Agreement and certain similar agreements in order to retain and motivate key management and to  ensure continuity of key management;    THEREFORE, for good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, the Company and Executive agree as follows:    1. Term of Agreement    (A) This Agreement shall commence on the Effective Date and, subject to the  provisions for earlier termination in this Agreement, shall continue in effect through  the third anniversary of the Effective Date; provided, however, commencing on the  Effective Date and on each day thereafter, the term of this Agreement shall  automatically be extended for one additional day unless the Board shall give  written notice to Executive that the term shall cease to be so extended in which  event the Agreement shall terminate on the third anniversary of the date such notice  is given.  (B) Notwithstanding anything in this Agreement to the contrary, this Agreement, if in  effect on the date of a Change of Control, shall automatically be extended for the  24-month period following the Change of Control.    (C) Termination of this Agreement shall not alter or impair any rights of Executive  arising hereunder on or before such termination.  





 






2 Active 17097592.5   2. Certain Definitions  (A) "Cause" shall mean:    (i) Executive's conviction of (or plea of nolo contendere to) a felony,  dishonesty or a breach of trust;    (ii) Executive's commission of any act of theft, fraud, embezzlement or  misappropriation regardless of whether a criminal conviction is obtained;    (iii) Executive's continued failure to devote substantially all of his business time  to the Company's business affairs (excluding failures due to illness, incapacity, vacations,  incidental civic activities and incidental personal time) which failure is not remedied within  a reasonable time after written demand is delivered by the Company, which demand  identifies the manner in which the Company believes that Executive has failed to devote  substantially all of his business time to the Company's business affairs; or    (iv) C ompany.  Executive's unauthorized disclosure of confidential information of the    (B) "Change of Controf' shall mean any of the following:    (i) any "person" (as such term is used in Section 13(d) and 14(d) of the  Securities Exchange Act of 1934, as amended (the "Exchange Act")), (other than a trustee  or other fiduciary holding securities under an employee benefit plan of the Company or  any affiliate, or any corporation owned, directly or indirectly, by the stockholders of the  Company in substantially the same proportions as their ownership of stock of the  Company), acquires "beneficial ownership" (within the meaning of Rule 13d-3 under  the Exchange Act) of securities of the Company representing 35% or more of the combined  voting power of the Company's then outstanding securities; provided, however, that if the  Company engages in a merger or consolidation in which the Company or surviving entity  in such merger or consolidation becomes a subsidiary of another entity, then references to  the Company's then outstanding securities shall be deemed to refer to the outstanding  securities of such parent entity;  (ii) a change in the composition of the Board, as a result of which fewer than a  majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean  directors who either (i) are directors of the Company as of the Effective Date, or (ii) are  elected, or nominated for election, to the Board with the affirmative votes of at least two-  thirds of the Incumbent Directors at the time of such election or nomination, but Incumbent  Director shall not include an individual whose election or nomination occurs as a result of  either (1) an actual or threatened election contest (as such terms are used in Rule l 4a-11 of  Regulation 14A promulgated under the Exchange Act) or (2) an actual or threatened  solicitation of proxies or consents by or on behalf of a person other than the Board;  





 






3 Active 17097592.5   (iii) the consummation of a merger or consolidation of the Company with any  other corporation, other than a merger or consolidation which would result in the voting  securities of the Company outstanding immediately prior thereto continuing to represent  (either by remaining outstanding or by being converted into voting securities of the  surviving entity (or if the surviving entity is or shall become a subsidiary of another entity,  then such parent entity)) more than 50% of the combined voting power of the voting  securities of the Company (or such surviving entity or parent entity, as the case may be)  outstanding immediately after such merger or consolidation;    (iv) the stockholders of the Company approve a plan of complete liquidation of  the Company; or    (v) the sale or disposition (other than a pledge or similar encumbrance) by the  Company of all or substantially all of the assets of the Company other than to  a subsidiary  or subsidiaries of the Company.    (C) "Date of Termination" shall mean the date the Notice of Termination is given  unless such Notice of Termination is by Executive in which event the Date of  Termination shall not be less than 30 days following the date the Notice of  Termination is given. Further, a Notice of Termination given by Executive due to  a Good Reason event that is corrected by the Company before the Date of  Termination shall be void.    (D) "Good Reason" shall mean:    (i) a material reduction in Executive's authority, duties or responsibilities from  those in effect immediately prior to the Change of Control or the assignment to Executive  duties or responsibilities materially inconsistent with those of Executive in effect  immediately prior to the Change of Control;    (ii) a material reduction of Executive's compensation and benefits, including,  without limitation, annual base salary, annual bonus, and equity incentive opportunities  from those in effect immediately prior to the Change of Control;    (iii) the Company fails to obtain a written agreement from any successor or  assigns of the Company to assume and perform this Agreement as provided in Section 8  hereof; or    (iv) the Company requires Executive, without Executive's consent, to be based  at any office located more than 50 miles from the Company's offices to which Executive  was based immediately prior to the Change of Control, except for travel reasonably  required in the performance of Executive's duties.    Notwithstanding the above however, Good Reason shall not exist with respect to a matter  unless all of the following conditions are satisfied: (i) the condition giving rise to Executive's  termination of employment must have arisen without Executive's consent; and (ii) (1) Executive  must provide written notice to the Company of such condition in accordance with Section 11  within 30 days of the initial existence of the condition, (2) the condition specified in such notice  





 






4 Active 17097592.5   must remain uncorrected for 30 days after receipt of such notice by the Company and (3) the date  of Executive's termination of employment must occur within 30 days after the expiration of the  cure period set forth in (2) above.    For purposes of this Agreement, "Good Reason" shall be construed to refer to Executive's  positions, duties, and responsibilities in the position or positions in which Executive serves  immediately before the Change of Control, but shall not include titles or positions with subsidiaries  and affiliates of the Company that are held primarily for administrative convenience.    (E) "Notice of Termination" shall mean a written notice delivered to the other party  indicating the specific termination provision in this Agreement relied upon for  termination of Executive's employment and shall set forth in reasonable detail the  facts and circumstances claimed to provide a basis for termination of Executive's  employment under the provision so indicated. For this purpose, termination of  Executive's employment shall be interpreted consistent with the meaning of the  term "Separation from Service" in Section 409A(a)(2)(A)(i) of the Internal  Revenue Code of 1986, as amended (the "Code") and applicable regulation  authority.  (F) "Protected Period'' shall mean the 18-month period beginning on the effective date  of a Change of Control.    (G) "Target AICP' shall mean the targeted value of Executive's annual incentive  compensation plan bonus for the year in which the Date of Termination occurs or  the fiscal year immediately preceding the Change of Control, whichever is a greater  amount.    (H) "Termination Base Salary" shall mean Executive's annual base salary at the rate  in effect at the time the Notice of Termination is given or, if a greater amount,  Executive's annual base salary at the rate in effect immediately prior to the Change  of Control.    3. No Employment Agreement.    (A) This Agreement shall be considered solely as a "severance agreement" obligating  the Company to pay Executive certain amounts of compensation and to provide  certain benefits in the event and only in the event of Executive's termination of  employment for the specified reasons and at the times specified herein. The parties  agree that this Agreement shall not be considered an employment agreement and  that Executive is an "at will" employee of the Company.    (B) Unless otherwise agreed to in writing by the Company and Executive prior to the  termination of Executive's employment, any termination of Executive's  employment shall constitute an automatic resignation of Executive as an officer of  the Company and each affiliate of the Company, and an automatic resignation of  Executive from the Board and the board of directors of the Company (if applicable)  and from the board of directors or similar governing body of any affiliate of the  Company and from the board of directors or similar governing  





 






5 Active 17097592.5   body of any corporation, limited liability entity or other entity in which the  Company or any affiliate holds an equity interest and with respect to which board  or similar governing body Executive serves as the Company's or such affiliate's  designee or other representative.    4. Regular Severance Benefits.  Subject to Section 13, if the Company terminates Executive's employment other than for  Cause and not during the Protected Period, Executive shall receive the following compensation  and benefits from the Company:  (A) Within 15 days of the expiration of the Release Period (as defined in Section 13),  the Company shall pay to Executive in a lump sum, in cash, an amount equal to one  times the sum of Executive's (i) Termination Base Salary and (ii) Target AICP.    (B) Notwithstanding anything in any Company stock plan or grant agreement to the  contrary, all restricted shares, restricted stock units, phantom stock units or any  other equity based award of Executive shall, to the extent such awards would have  vested in accordance with their terms had Executive remained employed for the 12- month period following the Date of Termination, become vested and restrictions  thereon shall lapse as of the expiration of the Release Period, and the Company  shall promptly deliver such shares to Executive.    5. Change of Control Severance Benefits    Subject to Section 13, if either (a) Executive terminates his employment during the  Protected Period for a Good Reason event or (b) the Company terminates Executive's employment  during the Protected Period other than for Cause, Executive shall receive, the following  compensation and benefits from the Company:    (A) Within 15 days of the expiration of the Release Period, the Company shall pay to  Executive in a lump sum, in cash, an amount equal to two times the sum of  Executive's (i) Termination Base Salary and (ii) Target AICP.    (B) Notwithstanding anything in any Company stock plan or grant agreement to the  contrary, (i) all restricted shares, restricted stock units, phantom stock units and any  other equity based award of Executive shall become 100% vested and all  restrictions thereon shall lapse as of the expiration of the Release Period, and the  Company shall promptly deliver such shares (or cash in lieu of shares in the case  of phantom stock unit awards) to Executive and (ii) each then outstanding stock  option of Executive shall become 100% exercisable as of the expiration of the  Release Period and shall remain exercisable for 90 days following the lapse of the  Release Period.  (C) For the period beginning on the date of termination of Executive's employment with  the Company and ending on December 31 of the second calendar year following  the calendar year which includes the date of termination, or until  





 






6 Active 17097592.5   Executive accepts other employment, including as an independent contractor, with  a new employer, Executive shall be entitled to receive outplacement services,  payable by the Company, with an aggregate cost not to exceed 15% of Executive's  Termination Base Salary, with an executive outplacement service firm reasonably  acceptable to the Company and Executive.    6. Mitigation.  Executive shall not be required to mitigate the amount of any payment provided for in this  Agreement by seeking other employment or otherwise nor, except as provided in Section 4C and  Section SD shall the amount of any payment or benefit provided for in this Agreement be reduced  by any compensation earned or benefit received by Executive as the result of employment by  another employer or self-employment, by retirement benefits, by offset against any amount  claimed to be owed by Executive to the Company or otherwise. Executive shall not be entitled to  receive any severance payments or benefits pursuant to any Company severance plan or program  for employees in general.  7. Successor Agreement.    The Company will require any successor (whether direct or indirect, by purchase, merger,  consolidation or otherwise) to all or substantially all of the business and/or assets of the Company  to assume expressly and agree to perform this Agreement in the same manner and to the same  extent that the Company would be required to perform if no succession had taken place. Failure of  the successor to so assume shall constitute a breach of this Agreement and entitle Executive to the  benefits hereunder as if triggered by a termination by the Company other than for Cause.    8. Indemnity.    In any situation where under applicable law the Company has the power to indemnify,  advance expenses to and defend Executive in respect of any judgments, fines, settlements, loss,  cost or expense (including attorneys fees) of any nature related to or arising out of Executive's  activities as an agent, employee, officer or director of the Company or in any other capacity on  behalf of or at the request of the Company, then the Company shall promptly on written request,  indemnify Executive, advance expenses (including attorney's fees) to Executive and defend  Executive to the fullest extent permitted by applicable law, including but not limited to making  such findings and determinations and taking any and all such actions as the Company may, under  applicable law, be permitted to have the discretion to take so as to effectuate such indemnification,  advancement or defense. Such agreement by the Company shall not be deemed to impair any other  obligation of the Company respecting Executive's indemnification or defense otherwise arising out  of this or any other agreement or promise of the Company under any statute.    9. Notice.    For the purpose of this Agreement, notices and all other communications provided for in  this Agreement shall be in writing and delivered by United States certified or registered mail  (return receipt requested, postage prepaid) or by courier guaranteeing overnight delivery or by  





 






7 Active 17097592.5   hand delivery (with signed receipt required), addressed to the respective addresses set forth below,  and such notice or communication shall be deemed to have been duly given two days after deposit  in the mail, one day after deposit with such overnight carrier or upon delivery with hand delivery.  The addresses set forth below may be changed by a writing in accordance herewith.    Company:  Civeo Corporation  333 Clay Street, Suite 4980  Houston, Texas 77002  Attn: Chairman of the Board  Executive:  Peter McCann               10. Arbitration.    Subject to the Company's right to seek equitable or injunctive relief pursuant to Section  14, the parties agree to resolve any claim or controversy arising out of or relating to this  Agreement, including but not limited to the consequences of any termination of employment of  Executive, by binding arbitration under the Federal Arbitration Act before one arbitrator in  Houston, Texas, administered by the American Arbitration Association under its Commercial  Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any  court having jurisdiction thereof. The fees and expenses of the arbitrator shall be borne solely by  the non-prevailing party or, in the event there is no clear prevailing party, as the arbitrator deems  appropriate. Except as provided above, each party shall pay its own costs and expenses (including,  without limitation, attorneys' fees) relating to any mediation/arbitration proceeding conducted  under this Section 12.    11. Waiver and Release.    As a condition to the receipt of any payment or benefit as a severance payment under  Section 4 or 5 of this Agreement, Executive must first execute and deliver to the Company a  binding general release, as prepared by the Company in substantially the form attached hereto as  Exhibit A, that releases the Company, its officers, directors, employees, agents, subsidiaries and  affiliates from any and all claims and from any and all causes of action of any kind or character  that Executive may have arising out of Executive's employment with the Company or the  termination of such employment, but excluding (i) any claims and causes of action  that Executive  may have arising under or based upon this Agreement, and (ii) any vested rights Executive may  have under any employee benefit plan or deferred compensation plan or program of the Company.   The general release described above must be effective and irrevocable within  55  days  after  the date  of Executive's  termination  of employment  with the Company  (the  "Release Period'').    12. Restrictive Covenants.  





 






8 Active 17097592.5   During Executive's employment with the Company, the Company shall give Executive  access to some or all of its Confidential Information, as defined below, that Executive has not had  access to or knowledge of before the execution of this Agreement.    (A) Non-Competition. Executive agrees that, in consideration for the Company's  promise to provide Executive with Confidential Information, during the Term and  for a period of twelve (12) months following any termination of employment (the  "Restricted Period''), he will not either directly or indirectly, own, manage,  operate, control, invest in, hold shares or any other equity interest  in, lend to, serve  as a consultant to, be employed by, participate in, be a director, officer, trustee or  be connected, in any manner, with the ownership, management, operation or  control of any business that directly or indirectly in whole or in part engages in the  business of (i) the design, manufacture, sale and/or lease of mobile or modular  buildings, or (ii) providing remote site, workforce accommodations or associated  facility management services, catering, water and wastewater treatment,  commercial laundry or personnel logistics in New South Wales, Queensland or  Western Australia; provided, however, Executive shall not be prevented from  owning no more than 2% of any company whose stock is publicly traded or in any  company where such ownership is expressly disclosed to the Company by  Executive prior to execution of this Agreement. Executive agrees that, in order to  protect the Company's Confidential Information, it is necessary to enter into this  restrictive covenant, which is ancillary to the enforceable promises between the  Company and Executive otherwise contained in this Agreement.  (B) Confidential Information. Executive agrees that he will not, except as the  Company may otherwise consent or direct in writing, reveal or disclose, sell, use,  lecture upon, publish or otherwise disclose to any third party any Confidential  Information or proprietary information of the Company, or authorize anyone else  to do these things at any time either during or subsequent to his employment with  the Company. This subsection shall continue in full force and effect after  termination of Executive's employment and after the termination of this  Agreement. Executive's obligations under this subsection with respect to any  specific Confidential Information and proprietary information shall cease when  that specific portion of the Confidential Information and proprietary information  becomes publicly known, in its entirety and without combining portions of such  information obtained separately. It is understood that such Confidential  Information and proprietary information of the Company include matters that  Executive conceives or develops, as well as matters Executive learns from other  employees of the Company. "Confidential Information" is defined to include  information: (1) disclosed to or known by Executive as a consequence of or through  his employment with the Company; (2) not generally known outside the Company;  and (3) that relates to any aspect of the Company or its business, finances, operation  plans, budgets, research, or strategic development. "Confidential Information"  includes, but is not limited to, the Company's trade secrets, proprietary information,  financial documents, long range plans, customer or supplier lists, employer  compensation, marketing strategy, data bases, costing data, computer software  developed by the Company, investments made by the  





 






9 Active 17097592.5               Company, and any information provided to the Company by a third party under  restrictions against disclosure or use by the Company or others.    (C) Non-Solicitation. To protect the Company's Confidential Information, and in the  event of Executive's termination of employment for any reason whatsoever,  whether by Executive or the Company, it is necessary to enter into the following  restrictive covenant, which is ancillary to the enforceable promises between the  Company and Executive otherwise contained in this Agreement. Executive  covenants and agrees that during Restrictive Period, Executive will not, directly  or indirectly, either individually or as a principal, partner, agent, consultant,  contractor, employee or as a director or officer of any corporation or association, or  in any other manner or capacity whatsoever, except on behalf of the Company,  solicit business, or attempt to solicit business, and products or services competitive  with products or services sold by the Company, from the Company's clients,  suppliers or customers, or those individuals or entities with whom the Company did  business during Executive's employment. Executive further agrees that during  Executive's employment and for the Non-Solicitation Period, Executive will not,  except on behalf of the Company, either directly or indirectly, or by acting in  concert with others, solicit or influence any Company employee to leave the  Company's employment.    (D) Return of Documents, Equipment, Etc. All writings, records, and other  documents and things comprising, containing, describing, discussing, explaining,  or evidencing any Confidential Information, and all equipment, components, parts,  tools, and the like in Executive's custody or possession that have been obtained or  prepared in the course of Executive's employment with the Company shall be the  exclusive property of the Company, shall not be copied and/or removed from the  premises of the Company, except in pursuit of the business of the Company, and  shall be delivered to the Company, without Executive retaining any copies, upon  notification of the termination of Executive's employment or at any other time  requested by the Company. The Company shall have the right to retain, access, and  inspect all property of Executive of any kind in the office, work area, and on the  premises of the Company upon termination of Executive's employment and at any  time during employment by the Company to ensure compliance with the terms of  this Agreement.    (E) No Previous Restrictive Agreements. Executive represents that, except as  disclosed in writing to the Company, Executive is not bound by the terms of any  agreement with any previous employer or other party to refrain from using or  disclosing any trade secret or confidential or proprietary information in the course  of Executive's employment by the Company or to refrain from competing, directly  or indirectly, with the business of such previous employer or any other party.  Executive further represents that Executive's performance of all the terms of this  Agreement and Executive's work duties for the Company does not and will not  breach any agreement to keep in confidence proprietary information, knowledge or  data acquired by Executive in confidence or in trust prior to Executive's  employment with the Company, and Executive will not disclose to  





 






10 Active 17097592.5   the Company or induce the Company to use any confidential or proprietary  information or material belonging to any previous employer or other party.    (F) Breach. Executive and the Company agree and acknowledge that the limitations as  to time, geographical area and scope of activity to be restrained as set forth in  Section 14 hereof are reasonable and do not impose any greater restraint than is  necessary to protect the legitimate business interests of the Company. Executive  and the Company also acknowledge that money damages would not be sufficient  remedy for any breach of this Section 14 by Executive, and the Company or its  direct or indirect subsidiaries shall be entitled to enforce the provisions of this  Section 14 by specific performance and injunctive relief as remedies for such  breach or any threatened breach. Such remedies shall not be deemed the exclusive  remedies for a breach of this Section 14 but shall be in addition to all remedies  available at law or in equity, including the recovery of damages from Executive and  Executive's agents and/or any termination or offset against any payments that may  be due pursuant to this Agreement.  (G) Enforceability. The agreements contained in this Section 14 are independent of the  other agreements contained herein. Accordingly, failure of the Company to comply  with any of its obligations outside of this Section does not excuse Executive from  complying with the agreements contained herein.    (H) Survivability. The agreements contained in this Section 14 shall survive the  termination of this Agreement for any reason.    (I) Reformation. The Company and Executive agree that the foregoing restrictions are  reasonable under the circumstances and that any breach of the covenants contained  in this Section 14 would cause irreparable injury to the Company. Executive  expressly represents that enforcement of the restrictive covenants set forth in this  Section 14 will not impose an undue hardship upon Executive or any person  affiliated with Executive. Executive understands that the foregoing restrictions may  limit Executive's ability to engage in certain businesses during the Restricted  Period, but acknowledges that Executive will receive sufficiently high  remuneration and other benefits from the Company to justify such restriction.  Further, Executive acknowledges that Executive's skills are such that Executive can  be gainfully employed in non-competitive employment, and that the agreement not  to compete will not prevent Executive from earning a living. Nevertheless, if any  of the aforesaid restrictions are found by a court of competent jurisdiction to be  unreasonable, or overly broad as to geographic area or time, or otherwise  unenforceable, the parties intend for the restrictions herein set forth to be modified  by the court making such determination so as to be reasonable and enforceable and,  as so modified, to be fully enforced. By agreeing to this contractual modification  prospectively at this time, the Company and Executive intend to make this provision  enforceable under the law or laws of all applicable jurisdictions so that the entire  agreement not to compete and this Agreement as prospectively modified shall  remain in full force and effect and shall not be rendered void or illegal.  





 






11 Active 17097592.5   13. Employment with Affiliates.    Employment with the Company for purposes of this Agreement includes employment with  any entity in which the Company has a direct or indirect ownership interest of 50% or more of the  total combined voting power of all outstanding equity interests, and employment with any entity  which has a direct or indirect interest of 50% or more of the total combined voting power of all  outstanding equity interests of the Company.    14. Governing Law.    (A) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT  REGARD TO CONFLICTS OF LAW PRINCIPLES.    (B) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE  EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN  HARRIS COUNTY, TEXAS, FOR THE PURPOSES OF ANY PROCEEDING  ARISING OUT OF THIS AGREEMENT.    15. Entire Agreement.    This Agreement is an integration of the parties' agreement and no agreement or  representatives, oral or otherwise, express or implied, with respect to the subject matter hereof  have been made by either party which are not set forth expressly in this Agreement. This  Agreement hereby expressly terminates, rescinds and replaces in full any prior agreement (written  or oral) between the parties relating to the subject matter hereof.    16. Withholding of Taxes.    The Company shall withhold from all payments and benefits provided under this  Agreement all taxes required to be withheld by applicable law.    17. Beneficiary.    In the event Executive dies before receiving the lump sum severance payment to which  Executive was entitled hereunder, Executive's spouse or, if there is no spouse, the beneficiary  designated by Executive shall receive such payment.    [End of Page]  





 






12 Active 17097592.5     IN WITNESS WHEREOF, the Company and Executive have executed this Agreement  effective for all purposes as of the Effective Date.    CIVEO CORPORATION    /s/ Bradley J. Dodson  Name: Bradley J. Dodson  Title: President & CEO            EXECUTIVE  /s/ Peter McCann  Name: Peter McCann  Title: Senior Vice President  





 






  Exhibit A  Form of Waiver and Release Agreement    WAIVER AND RELEASE AGREEMENT    This Waiver and Release Agreement (the "Agreement") is made and entered into  effective as of the  day of _, 20_ by and between Civeo Corporation, a Canadian  corporation ("Employer"), and ("Executive")   (collectively, the "Parties").  Reference is made herein to the Employment Agreement effective as of between  Employer and Executive. Capitalized terms used herein but not otherwise defined in this  Agreement shall have the meanings given such terms in the Employment Agreement.    1. Termination of Employment.    Effective as of   , 20 ___(the “_ Separation  Date"), Executive's employment  has been terminated and he has  resigned from and any and all positions he has held with Employer and any affiliates.     2. Separation Benefits.    In satisfaction of the Employment Agreement and in consideration of Executive's execution  (without revocation) of this Agreement and his release of all claims as provided in this Agreement,  and Executive's other agreements herein, Employer agrees to provide Executive with the benefits  listed in the attached Agreement(s), less all required withholding and other authorized deductions,  provided that the Waiver Effective Date (as defined in Section 14) has occurred on or before lapse  of 55 days following Separation Date (the "Release Period"):    3. Other Benefits.    Employer shall pay all accrued but unpaid base salary and all accrued but unused vacation  pay to Executive in a lump sum in cash as soon as practicable after the Separation Date.    4. No Other Compensation.    Except as set forth in Sections 2 and 3 above, Executive shall not be entitled to any other  salary, commission, bonuses, employee benefits (including long and short term disability, 40I(k),  and pension), expense reimbursement or compensation from Employer or its affiliates after the  Separation Date and all of Executive's rights to salary, commission, bonuses, employee benefits  and other compensation hereunder which would have accrued or become payable after the  Separation Date from Employer.    5. General Release.    In consideration of the payments to be made hereunder and having acknowledged the  above-stated consideration as full compensation for and on account of any and all injuries and  damages which Executive has sustained or claimed, or may be entitled to claim, Executive, for  himself, and his heirs, executors, administrators, successors and assigns, does hereby release,  forever discharge and promise not to sue Employer, its parents, subsidiaries, affiliates, successors  and assigns, and its past and present officers, directors, partners, employees, members, managers,  shareholders, agents, attorneys, accountants, insurers, heirs, administrators, executors (collectively  the "Released Parties") from any and all claims, liabilities, costs, expenses,      I  





 






2   judgments, attorney fees, actions, known and unknown, of every kind and nature whatsoever in  law or equity, which Executive had, now has, or may have against the Released Parties relating  in any way to Executive's employment with Employer or termination thereof, including but not  limited to, all claims for contract damages, tort damages, special, general, direct, punitive and  consequential damages, compensatory damages, loss of profits, attorney fees and any and all other  damages of any kind or nature; all contracts, oral or written, between Executive and any of the  Released Parties except as otherwise described herein; any business enterprise or proposed  enterprise contemplated by any of the Released Parties, as well as anything done or not done prior  to and including the date of execution of this Agreement. Nothing in this Agreement shall be  construed to release Employer from any obligations set forth in this Agreement.    Executive understands and agrees that this release and covenant not to sue shall apply to  any and all claims or liabilities arising out of or relating to Executive's employment with Employer  and the termination of such employment, including, but not limited to: claims of discrimination  based on age, race, color, sex (including sexual harassment), religion, national origin, marital  status, parental status, veteran status, union activities, disability or any other grounds under  applicable federal, state or local law, including, but not limited to, claims arising under the Age  Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act; and  Title VII of the Civil Rights Act, as amended, the Civil Rights Act of 1991; 42 U.S.C. § 1981, the  Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act  of 1985 as amended, the Rehabilitation Act of 1973, the Equal Pay Act of 1963 (EPA) as well as  any claims regarding wages; benefits; vacation; sick leave; business expense reimbursements;  wrongful termination; breach of the covenant of good faith and fair dealing; intentional or  negligent infliction of emotional distress; retaliation; outrage; defamation; invasion of privacy;  breach of contract; fraud or negligent misrepresentation; harassment; breach of duty; negligence;  discrimination; claims under any employment, contract or tort laws; claims arising under any other  federal law, state law, municipal law, local law, or common law; any claims arising out of any  employment contract, policy or procedure; and any other claims related to or arising out of his  employment or the separation of his employment with Employer.    In addition, Executive agrees not to cause or encourage any legal proceeding to be  maintained or instituted against any of the Released Parties.    This release does not apply to any claims for unemployment compensation or any other  claims or rights which, by law, cannot be waived, including the right to file an administrative  charge or participate in an administrative investigation or proceeding; provided, however that  Executive disclaims and waives any right to share or participate in any monetary award resulting  from the prosecution of such charge or investigation or proceeding.    6. Confidential Information and Protective Covenants.    The Parties agree that all terms and provisions of Section 14 of the Employment Agreement  related to Confidential Information, Non-Competition and Non-Solicitation shall remain in full  force and effect for the applicable period following the Separation Date as provided in the  Employment Agreement. Executive represents that he has complied with Section  





 






3   14 of the Employment Agreement related to the return of Employer's Confidential Information  and other Employer property.  7. Non-Disparagement.    Executive shall not, directly or indirectly, make or cause to be made and shall use his best  efforts to cause the officers, directors, employee, agents and representatives of any entity or person  controlled by Executive not to make or cause to be made, any disparaging, denigrating, derogatory  or other negative, misleading or false statement orally or in writing to any person or entity,  including members of the investment community, press, and customers, competitors and advisors  to Employer, about Employer, its shareholders, subsidiaries or affiliates, their respective officers  or members of their boards of directors, or the business strategy or plans, policies, practices or  operations of Employer, its shareholders, subsidiaries or affiliates; provided, however, that (i)  nothing in this Agreement shall prohibit Executive from reporting possible violations of federal  law or regulation to any governmental agency or entity, including but not limited to the  Department of Justice, the Securities and Exchange Commission, the Congress, and any agency  Inspector General, or making other disclosures that are protected under the whistleblower  provisions of federal law or regulation, and (ii) Executive does not need prior authorization from  the Employer to make any such reports or disclosures and Executive is not required to notify the  Employer that he has made such reports or disclosures.  8. Cooperation Agreement.    Executive acknowledges that in the course of his employment with Employer, Executive  has gained knowledge and experience and/or was a witness to events and circumstances that may  arise in or relate to Employer's defense or prosecution of current or subsequent proceedings.  Executive agrees to cooperate fully with Employer's reasonable request as a witness and/or  consultant in defending or prosecuting claims of all kinds, including but not limited to, any  litigation, administrative actions or arbitrations.    9. Resolution of Claims.    The provisions of this Agreement are contractual and not merely recitals and are intended  to resolve disputed claims. No party hereto admits liability of any kind and no portion of this  Agreement shall be construed as an admission of liability.    10. No Assignment of Claims.    Executive and Employer represent, recognizing that the truth of the following  representation is a material consideration upon which this Agreement is based, that they have not  heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any  claim or any portion thereof, or interest therein relating to any claims being released by any party  to this Agreement, and that they are unaware of any other entity having any interest in such claims,  and agree to indemnify and hold the other party harmless from and against any and all claims,  based on or arising out of any such third-party interest in, or assignment or transfer, or purported  assignment or transfer of, any claims, or any portion thereof or interest therein.  





 






4   11. Governing Law.    (a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD  TO CONFLICTS OF LAW PRINCIPLES.    (b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE  EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN HARRIS  COUNTY, TEXAS, FOR THE PURPOSES OF ANY PROCEEDING ARISING OUT OF  THIS AGREEMENT.  12. Sufficient Time to Review.    Executive acknowledges and agrees that: (a) he has had reasonable and sufficient time to  read and review this Agreement and that he has, in fact, read and reviewed this Agreement; (b)  that he has the right to consult with legal counsel regarding this Agreement and is encouraged to  consult with legal counsel with regard to this Agreement; (c) that he has had (or has had the  opportunity to take) 211 calendar days to discuss the Agreement with a lawyer of his choice before  signing it and, if he signs before the end of that period, he does so of his own free will and with  the full knowledge that he could have taken the full period; (d) that he is entering into this  Agreement freely and voluntarily and not as a result of any coercion, duress or undue influence;  (a) that he is not relying upon any oral representations made to him regarding the subject matter  of this Agreement; (f) that by this Agreement he is receiving consideration in addition to that  which he was already entitled; and (g) that he has received all information he requires from  Employer in order to make a knowing and voluntary release and waiver of all claims against  Employer.    13. Revocation/Payment.    Executive acknowledges and agrees that he has seven days from the date of the execution  of this Agreement within which to rescind or revoke this Agreement by providing notice in writing  to Employer. To revoke this Agreement, Executive must deliver written notice of such revocation  to [Name, Title, Address] no later than [Date]. Executive further understands that the Agreement  will have no force and effect until the end of that seventh day (the "Waiver Effective Date"), and  that he will receive the benefits identified in Section 2 above after the Waiver Effective Date and  following Employer's receipt of the Agreement as executed by Executive if the Agreement is not  revoked. If Executive revokes the Agreement pursuant to this Section 14, Employer will not be  obligated to provide Executive with the separation payments identified in Section 2 and other  benefits described in this Agreement, and this Agreement shall be deemed null and void.  14. Taxes.    All payments made by Employer under this Agreement will be subject to applicable  federal, state and local taxes, and withholdings required for the same, which taxes will be the      1 Increase to 45 days in the event termination is part of a group under ADEA.  





 






5               responsibility of Executive.   Executive is hereby advised to consult immediately with his own tax  advisor regarding the tax consequences of this Agreement.    15. Entire Agreement; Severability.    This Agreement constitutes the entire agreement and understanding between the Parties  and each of their affiliates (including, without limitation, the Released Parties) and replaces,  cancels and supersedes any prior agreements and understandings relating to the subject matter  hereof including, without limitation, the Employment Agreement, except as expressly provided  herein, and all prior representations, agreements, understandings and undertakings among the  parties hereto with respect to the subject matter hereof are merged herein. The Parties agree that  this Agreement is the entire agreement between the parties relating to the subject matter hereof,  and that there is no agreement, representation or other inducement for the execution of this  Agreement other than the consideration recited herein.  Should any provision of this Agreement be found to be invalid or unenforceable, the  remaining provisions of this Agreement shall be deemed to be in full force and effect, at  Employer's sole discretion, to the fullest extent permitted by law. Any waiver of any term or  provision of this Agreement shall not be deemed a continuing waiver and shall not prevent  Employer from enforcing such provision in the future.    16. Section 409A.  Each payment under this Agreement, including each payment in a series of installment  payments, is intended to be a separate payment for purposes of Treas. Reg. §l.409A-2(b), and is  intended to be: (a) exempt from Section 409A of the Internal Revenue Code of 1986, the  regulations and other binding guidance promulgated thereunder ("Section 409A"), including, but  not limited to, by compliance with the short-term deferral exemption as specified in Treas. Reg.  § l.409A-l(b)(4), or (b) in compliance with Section 409A, including, but not limited to, being paid  pursuant to a fixed schedule or specified date pursuant to Treas. Reg.§ 1.409A-3(a) and the  provisions of this Agreement will be administered, interpreted and construed accordingly.    17. Binding Effect.    This Agreement shall be binding on and inure to the benefit of each of the parties hereto,  as well as their respective successors, assigns, heirs, executors and administrators.    EMPLOYEE AFFIRMS THAT HE HAS CONSULTED WITH HIS ATTORNEY OR HAS  HAD AN OPPORTUNITY TO DO SO PRIOR TO SIGNING THIS AGREEMENT AND  THAT HE IS EXECUTING THE AGREEMENT VOLUNTARILY AND WITH FULL  UNDERSTANDING OF ITS CONSEQUENCES.    [Signature page follows]  





 






6               IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first  written above.    CIVEO CORPORATION      By:     Name: Bradley J. Dodson  Title: President & Chief Executive Officer        EXECUTIVE        [Name]