Exhibit 10.8
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), entered into as of August 18, 2003
(the "Effective Date") by and among ProDril Acquisition Company, Inc. to be
renamed ProDril Services Incorporated (collectively referred to as "PSI") or
(the "Company") and Jon Christopher Boswell ("Executive");
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Executive, and the
Executive is willing to provide such services to the Company, all upon the terms
and conditions set forth herein;
NOW THEREFORE, in consideration of the premises, the terms and provisions set
forth herein, the mutual benefits to be gained by the performance thereof and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION
1.
EMPLOYMENT.
THE COMPANY HEREBY
EMPLOYS THE EXECUTIVE, AND THE EXECUTIVE HEREBY ACCEPTS SUCH EMPLOYMENT, ALL
UPON THE TERMS AND CONDITIONS SET FORTH HEREIN.
SECTION
2.
TERM.
UNLESS SOONER TERMINATED
PURSUANT TO SECTION 5 OF THIS AGREEMENT, THE EXECUTIVE SHALL BE EMPLOYED FOR A
TERM COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE THIRD ANNIVERSARY OF THE
EFFECTIVE DATE (THE "TERM"); PROVIDED, HOWEVER, THAT THE TERM SHALL
AUTOMATICALLY BE EXTENDED ON A DAILY BASIS FOR AN ADDITIONAL DAY SUCH THAT, AT
ALL TIMES, THE REMAINING TERM SHALL BE THREE YEARS.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY, THIS AGREEMENT MAY BE TERMINATED BY
COMPANY UPON WRITTEN NOTICE, IN WHICH CASE THE AGREEMENT WILL TERMINATE UPON THE
EXPIRATION OF THE THREE-YEAR TERM.
SECTION
3.
DUTIES AND RESPONSIBILITIES.
A.
CAPACITY.
THE EXECUTIVE SHALL SERVE IN THE
CAPACITY OF SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND DIRECTOR OF PSI,
AND IN SUCH OTHER OR ADDITIONAL CAPACITY OR CAPACITIES FOR THE COMPANY OR AN
AFFILIATE OF PSI AS THE BOARD OF DIRECTORS OF PSI (THE "BOARD") MAY DIRECT FROM
TIME TO TIME.
DURING THE TERM OF THIS AGREEMENT, AS SENIOR VICE-PRESIDENT AND
CHIEF FINANCIAL OFFICER OF THE COMPANY, EXECUTIVE AGREES TO BE RESPONSIBLE FOR
THE DAILY EXECUTION OF THE COMPANIES FINANCIAL OPERATIONS.
EXECUTIVE ALSO SHALL
PERFORM SUCH DUTIES AS ARE NORMALLY INCIDENT TO THAT POSITION AND SHALL PERFORM
SUCH OTHER DUTIES AND RESPONSIBILITIES COMMENSURATE WITH HIS POSITION AS MAY BE
PRESCRIBED FROM TIME TO TIME BY THE BOARD OF DIRECTORS OF THE COMPANY.
B.
FULL-TIME DUTIES.
THE EXECUTIVE SHALL
DEVOTE HIS FULL BUSINESS TIME, ATTENTION AND ENERGIES TO THE BUSINESS OF THE
COMPANY AND SHALL NOT BE ENGAGED IN ANY OTHER BUSINESS ACTIVITY, WHETHER OR NOT
PURSUED FOR GAIN, PROFIT OR OTHER PECUNIARY ADVANTAGE, WHICH WOULD IMPAIR HIS
ABILITY TO FULFILL HIS DUTIES TO THE COMPANY UNDER THIS AGREEMENT, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE BOARD.
NOTHING CONTAINED IN THIS SECTION 3(B)
SHALL PREVENT THE EXECUTIVE FROM PASSIVELY INVESTING HIS ASSETS IN SUCH A FORM
OR MANNER AS WILL NOT CONFLICT WITH THE TERMS OF THIS AGREEMENT AND WILL NOT
REQUIRE SERVICES ON THE PART OF THE EXECUTIVE IN THE OPERATION OF THE BUSINESS
OF THE