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