Exhibit 10.9
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), entered into on August 1, 2003 and
made effective as of June 1, 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 Thomas E. Hardisty
("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 OF CORPORATE DEVELOPMENT 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, EXECUTIVE AGREES TO PERFORM SUCH
DUTIES AS ARE NORMALLY INCIDENT TO THAT POSITION AND SHALL PERFORM SUCH OTHER
DUTIES AND RESPONSIBILITIES 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 COMPANIES OR OTHER
ENTERPRISES IN WHICH SUCH INVESTMENTS ARE MADE.
C.
STANDARD OF PERFORMANCE.
THE EXECUTIVE WILL PERFORM HIS