exv10w14






Exhibit 10.14




AMENDMENT AND RESTATEMENT OF LETTER AGREEMENT




     THIS AMENDMENT AND RESTATEMENT, dated and effective as of December 22, 2009, by and among
Ensco International Incorporated (hereinafter referred to as the “Company”) and William S.
Chadwick, Jr. (hereinafter referred to as the “Executive”).



W I T N E S S E T H:




     WHEREAS, on March 1, 2006, the Company and the Executive entered into a Letter Agreement
effective as of January 1, 2006 (the “Letter Agreement”) pursuant to which the Executive will be
entitled to a specified severance payment in the event of his involuntary termination other than
for cause, or his actual or constructive termination other than for cause within two years
following a change in control of the Company; and



     WHEREAS, the Company and the Executive desire to amend and restate the Letter Agreement in
order to clarify the intended meaning of (i) “change in control” within the meaning of the Letter
Agreement, and (ii) other provisions of the Letter Agreement as provided herein;



     NOW, THEREFORE, in consideration of the mutual premises and the covenants herein contained,
the Company and the Executive hereby agree to amend and restate the Letter Agreement in its
entirety to read as follows:



1. Term. The Letter Agreement became initially applicable for a four-year term that
commenced January 1, 2006 to coincide with the effective date of the Executive’s appointment as
Executive Vice President-Chief Operating Officer of the Company (the “Term”). The Term shall be
subject to annual one-year extensions unless terminated in writing by the Company at least one year
prior to the scheduled expiration of the Term.




2. Severance Payment Upon Involuntary Termination. The Executive shall be entitled to a
lump sum severance payment from the Company of an amount equal to two times the sum of his most
recent annual base salary from the Company and the target bonus for the current year under the
Ensco International Incorporated 2005 Cash Incentive Plan (the “2005 ECIP”), or a successor plan,
in the event his employment is involuntary terminated during the Term by the Company other than by
reason of gross negligence, malfeasance, breach of fiduciary duty, or like cause (“For Cause”).
The Company shall make the severance payment under this Section 2 to the Executive not later than
the March 15th of the calendar year immediately following the calendar year in which his
employment is involuntarily terminated.




3. Severance Payment and Other Rights Upon Certain Termination Following a Change in
Control. In the event the employment of the Executive is actually or constructively terminated
during the Term other than For Cause within two years following a Change in Control of the Company,
the Executive shall be entitled to (i) a lump sum severance payment from the Company of an amount
equal to three times the sum of his most recent annual base salary from
the Company and the target bonus for the current year under the 2005 ECIP, or a successor plan, and
(ii) full vesting of all outstanding equity (restricted stock and options) awards.





 









 








     For purposes of this Letter Agreement, a “Change in Control” of the Company shall mean the
occurrence of any of the following events: (a) a change in the ownership of the Company, which
occurs on the date that any one person, or more than one person acting as a group, acquires
ownership of stock of the Company that, together with stock held by such person or group,
constitutes more than 50% of the total voting power of the stock of the Company, or (b) a majority
of the members of the Board of Directors of the Company (the “Board”) is replaced during any
12-month period by directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election; provided, however, a Change
in Control of the Company shall not be deemed to have occurred by virtue of the consummation of any
transaction or series of related transactions immediately following which the record or beneficial
holders of the voting stock of the Company immediately before such transaction or series of
transactions continue to have a majority of the direct or indirect ownership in one or more
entities which, singly or together, immediately following such transaction or series of
transactions, either (i) own all or substantially all of the assets of the Company as constituted
immediately prior to such transaction or series of transactions, or (ii) are the ultimate parent
with direct or indirect ownership of all of the voting stock of the Company after such transaction
or series of transactions.



     The Company shall make the severance payment under this Section 3 to the Executive on the date
which is the sixth-month anniversary of the date on which his employment is actually or
constructively terminated. If the Executive becomes entitled to the severance payment under this
Section 3, he shall not be entitled to a severance payment under Section 2.



     IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, and the
Executive have caused this amendment and restatement of the Letter Agreement to be executed on the
date first above written.



	 	 	 	 	 
	 	ENSCO INTERNATIONAL INCORPORATED

 	 
	 	/s/ Cary A. Moomjian, Jr.
 	 
	 	By:  Cary A. Moomjian, Jr. 	 
	 	Its: Vice President 	 
	 
	 	 	 
	 	     /s/ William S. Chadwick, Jr.
 	 
	 	William S. Chadwick, Jr. 	 
	 	 	 
	 




2