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.
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