Sample Business Contracts

Consulting Agreement - Transocean Offshore Inc. and Victor E. Grijalva

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                              CONSULTING AGREEMENT

          This  Consulting  Agreement  (this  "Agreement"),  by  and  between
Transocean  Offshore  Inc.,  a  Cayman  Islands corporation (the "Company"), and
Victor  E.  Grijalva  (the  "Consultant"),  is  dated  as  of December 13, 1999.

          WHEREAS,  pursuant  to the terms of that certain Agreement and Plan of
Merger  dated  as  of  July  12, 1999 (the "Merger Agreement"), by and among the
Company,  Sedco  Forex  Holdings  Limited,  a British Virgin Islands corporation
("Sedco  Forex"),  and  Schlumberger Limited, a Netherlands Antilles corporation
("Schlumberger"),  the  Consultant  is  to  become  the Chairman of the Board of
Directors  of  the  Company  upon  completion  of the merger provided for in the
Merger  Agreement;  and

          WHEREAS, it is a condition to the Consultant's appointment as Chairman
of  the  Board  of  Directors that he enter into a consulting agreement with the

          NOW,  THEREFORE,  in  consideration  of  the  foregoing,  and  of  the
representations,  warranties,  covenants  and agreements contained herein, it is
hereby  agreed  as  follows:

          1.  Definitions.  Capitalized  terms  used  herein  without definition
shall  have  the  meanings  assigned  to  them  in  the  Merger  Agreement.

          2.  Post-Merger  Services.

          (a)  In  connection  with  the  Merger,  the  Company  shall cause the
Consultant  to be nominated to its Board of Directors (the "Board") beginning as
of the Effective Time to serve as Chairman thereof for a term or terms extending
until  the date of his sixty-fifth (65th) birthday ("Resignation Date").  On the
Resignation Date, the Consultant shall tender to the Board his resignation, such
tender  of  resignation to be acted upon in the discretion of the Board (without
participation  by  the  Consultant  in  the  deliberation  or  vote with respect

          (b)  From  the  Effective  Time  through the Resignation Date, or such
shorter  period  as  may be provided pursuant to Section 4(a), (b), or (c) below
(the  "Engagement  Period"),  in consideration for the compensation provided for
below,  the  Consultant shall make himself available to the Company, at mutually
convenient times and places, for such consulting services as may be requested by
the  Chief  Executive  Officer  or  the Board of the Company, in connection with
long-range  planning,  strategic  direction, integration and rationalization and
other  matters  following  the  Merger,  including work with the Chief Executive
Officer  and,  as  may be requested by the Chief Executive Officer, other senior
management  of the Company with respect to matters to be presented to the Board.

          3.  Compensation  and  Benefits.

          (a) The Company shall pay the Consultant a fee (the "Fee") of $400,000
per  annum,  payable monthly in advance in prorated one-twelfth (1/12) portions,
during  the  Engagement  Period.  In addition, during the Engagement Period, the
Consultant  shall  be  entitled

to  cost reimbursement (including travel expense reimbursement) as in effect for
its non-employee members of the Board in accordance with the Company's policies.

          (b)  The  Consultant shall receive the same compensation and benefits,
other  than  cash  director  fees, as other non-employee members of the Board in
accordance  with  the  Company's  policies.

          (c)  The Consultant's status  hereunder  during  the Engagement Period
shall  be that of an independent contractor and not, for any purpose, that of an
employee  or  agent  with  authority  to  bind  the  Company in any respect. All
payments  and  other consideration made or provided to the Consultant under this
Section  3  shall  be  made  or provided without withholding or deduction of any
kind,  and  the  Consultant shall assume sole responsibility for discharging all
tax  or  other  obligations  associated therewith, unless the Consultant and the
Company  shall  otherwise  agree.

          4.  Termination.

          (a)  If  the  Consultant  should  die  or  become Permanently Disabled
before the Resignation Date, the Engagement Period shall end on the date of such
death  or  Permanent  Disability,  and the Company shall pay to the Consultant's
estate or to the Consultant or his legal guardian, as applicable, any portion of
the  Fee  that  has accrued but remains unpaid.  For purposes of this Agreement,
"Permanently  Disabled"  or  "Permanent  Disability"  shall  mean entitlement to
benefits  under  the  long-term  disability  plan  sponsored  by  the  Company.

          (b)  The Company (by  a  vote of the Board of Directors other than the
Consultant, which vote must include the vote of at least one person serving as a
member  of the Board of Directors by designation of Schlumberger pursuant to the
Merger  Agreement) may terminate the Engagement Period for Cause, in which event
no  further  payments  of  the  Fee  (other than any portion of the Fee that has
accrued  but  remains  unpaid)  shall  be  made. For purposes of this Agreement,
"Cause"  shall  mean  (i) any material breach of Consultant's duty of loyalty to
the  Company  or  its  shareholders, (ii) acts or omissions not in good faith or
that  involve  intentional misconduct or a knowing violation of law or (iii) any
transaction  from  which  the  Consultant  derived  a material improper personal
benefit.  Any  act,  or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Consultant  in  good  faith  and  in  the  best interests of the Company and its

          (c)  If  the  Consultant  should  resign  or otherwise leave the Board
prior to the Resignation Date, the Engagement Period shall end as of the date of
such  resignation  or  the  date  Consultant leaves the Board, in which event no
further  payments of the Fee (other than any portion of the Fee that has accrued
but  remains  unpaid)  shall  be  made.

          (d)  This  Agreement  shall  terminate  at  the  end of the Engagement

          5.  Indemnification.  The  Company  shall indemnify the Consultant and
his  estate,  heirs  and  personal  representatives,  in  connection  with  the
Consultant's  services  hereunder,  as  and  to  the full extent provided in the
Company's  Articles of Association. In addition, the Consultant shall be covered
by  the  Company's  Directors  and  Officers'  liability  insurance  program.

          6.  Successors.

          (a)  This  Agreement  is  personal  to the Consultant and shall not be
assignable  without  the  written  consent  of  the  Company.

          (b)  This  Agreement shall inure to the benefit of and be binding upon
the  Company  and  its  respective  successors  and  assigns.

          7.  Miscellaneous.

          (a)  This  Agreement  shall be governed by and construed in accordance
with  the  laws  of  the  State  of New York, without reference to principles of
conflict  of laws. The captions of this Agreement are not part of the provisions
hereof  and  shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their  respective  permitted  successors  and  assigns.

          (b)  All  notices  and  other  communications  hereunder  shall  be in
writing  and shall be given by hand delivery to the other party or by registered
or  certified  mail,  return  receipt  requested,  postage prepaid, addressed as

          If  to  the  Consultant:
          Victor  E.  Grijalva
          c/o  Schlumberger  Limited
          277  Park  Avenue
          New  York,  New  York  10172

          If  to  the  Company:
          Transocean  Sedco  Forex  Inc.
          4  Greenway  Plaza
          Houston,  Texas  77046
          Attn:  General  Counsel

or  to  such  other address as either party shall have furnished to the other in
writing  in  accordance  herewith. Notices and communications shall be effective
when  actually  received  by  the  addressee.

          (c)  The  invalidity  or unenforceability of any provision (or portion
thereof)  of  this  Agreement shall not affect the validity or enforceability of
any  other  provision  (or  portion  thereof)  of  this  Agreement.

          (d)  From and after the Effective Time, this Agreement shall supersede
any  other  agreement  between  the  parties  with respect to the subject matter
hereof.  This  Agreement  shall  be  null and void, ab initio, and of no further
effect  if  the  Merger  Agreement  is  terminated  before  the  Effective Time.

          (e)  This  Agreement  may be executed in several counterparts, each of
which  shall  be  deemed an original, and said counterparts shall constitute but
one  and  the  same  instrument.

          IN  WITNESS  WHEREOF, the Consultant has hereunto set the Consultant's
hand and, pursuant to the authorization from its Board of Directors, the Company
has  caused  this  Agreement to be executed in its name on its behalf, all as of
the  day  and  year  first  above  written.

                                        /s/ VICTOR  E.  GRIJALVA
                                        Victor  E.  Grijalva

                                        TRANSOCEAN OFFSHORE INC.

                                        By /s/ J. MICHAEL TALBERT