Transocean Ltd. (RIG) filed a Form 8K - Changes in Company Executive Management - with the U.S Securities and Exchange Commission on April 01, 2015.

Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On February 15, 2015, Transocean Ltd. (the "Company") announced that Steven Newman and the Board of Directors of the Company mutually agreed to Mr. Newman stepping down as President and Chief Executive Officer of the Company, effective as of February 16, 2015. In addition, Mr. Newman also resigned as a member of the board of directors of the Company and from all other officer or director positions with the Company or its affiliates effective as of February 16, 2015. In connection with Mr. Newman's separation, the Company entered into a separation agreement with Mr. Newman on March 31, 2015 (the "Separation Agreement"), which provides that Mr. Newman's employment with Transocean Offshore Deepwater Drilling Inc., a subsidiary of the Company, will terminate effective May 31, 2015 (the "Termination Date") and outlines the terms and conditions of his separation from the Company.

Pursuant to the Separation Agreement and consistent with the terms of the Company's previously-disclosed Executive Severance Benefit Policy (as applicable to a "Convenience of the Company" termination, as defined in the policy), Mr. Newman will (i) continue to be paid at his current annual base salary rate of $1,250,000 through the Termination Date, (ii) receive a lump sum cash severance payment of $1,250,000, (iii) receive a lump sum cash payment of $651,402 in lieu of a 2015 bonus under the Company's Performance Award and Cash Bonus Plan, and (iv) receive outplacement services not to exceed $62,500. In addition, Mr. Newman will be eligible to participate in the Company's group health and dental plan at post-employment premium rates through November 30, 2016, consistent with the Company's practice for a U.S. employee working abroad. Mr. Newman will continue to be entitled to all expatriate allowances provided under his employment agreement through the Termination Date and the Company will provide repatriation benefits in accordance with its policy. The Separation Agreement also provides that Mr. Newman's previously-granted deferred units, nonqualified stock options and contingent deferred units that remain outstanding as of the Termination Date will be treated as if Mr. Newman's employment was terminated for the Convenience of the Company (as defined in and determined in accordance with the terms of the Company's Long-Term Incentive Plan and the applicable award agreements). Any other amounts or benefits required to be paid to Mr. Newman under any Company benefit plan or program in which he participates as of the Termination Date, including, but not limited to, the Transocean Ltd. Pension Equalization Plan and the Transocean U.S. Supplemental Savings Plan, will be paid in accordance with the terms and conditions of such plans.

The foregoing compensation and benefits are being provided by the Company in exchange for Mr. Newman's provision of (i) an irrevocable release and waiver of claims against the Company related to his employment, (ii) customary non-disparagement, confidentiality and cooperation covenants, and (iii) an agreement that he will not, during the remaining term of his employment and for a period of one year following the Termination Date, solicit customers or employees of the Company.

The foregoing summary of the Separation Agreement is qualified in its entirety by the provisions of the Separation Agreement, which is filed as Exhibit 10.1 hereto.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150515000047/newman_8-kxcover.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1451505/000145150515000047/0001451505-15-000047-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

 
 

Access Investor Kit for Transocean Ltd.

Visit http://www.companyspotlight.com/partner?cp_code=P479&isin=CH0048265513

Subscribe to WSJ: http://online.wsj.com?mod=djnwires