ENSCO PLC (ESV) filed a Form 8K - Changes in Company Executive
Management - with the U.S Securities and Exchange Commission on
November 12, 2015.
Appointment of Chief Financial Officer
On November 12, 2015, Ensco plc (the "Company") appointed
Jonathan Baksht, age 40, as Senior Vice President and Chief
Financial Officer of the Company, effective as of November 16,
2015. Mr. Baksht joined the Company in August 2013 and was
appointed Vice President - Finance in December 2014. Mr. Baksht
previously served as the Company's Vice President - Treasurer.
Prior to joining the Company, Mr. Baksht was Senior Vice President
- Investment Banking with Goldman Sachs & Co. where he
coordinated the firm's global oilfield services market coverage and
advised on mergers, acquisitions and corporate financings. Prior to
joining Goldman Sachs in 2006, he consulted on strategic
initiatives for energy clients at Andersen Consulting. Mr. Baksht
holds a Master of Business Administration from the Kellogg School
of Management at Northwestern University and a Bachelor of Science
in Electrical Engineering from the University of Texas at
Austin.
In connection with his appointment as Chief Financial Officer,
Mr. Baksht's initial annual base salary will be $450,000. He will
be eligible to receive an annual award under Ensco's 2005 Cash
Incentive Plan ("ECIP") based on the achievement of specific
company goals and personal performance, with a target award of
$360,000, and will be eligible to receive an annual award under
Ensco's 2012 Long-Term Incentive Plan ("LTIP") with a target award
value of $1.2 million. In addition, Mr. Baksht will receive a
one-time award of time-vested restricted shares under the LTIP
valued at $450,000 in connection with his relocation to London in
order to make Mr. Baksht whole for any additional taxes he may
incur due to his being subject to both U.K. and U.S. tax rates. He
will also receive a one-time relocation allowance of $20,000, an
annual housing allowance of approximately $107,649, an annual cost
of living allowance of $26,400 as well as certain transportation
and dependent education allowances provided to the Company's
executive officers.
Retirement Agreement
On July 14, 2015, the Company announced the retirement plans of
James W. Swent III, Executive Vice President and Chief Financial
Officer. On November 13, 2015, the Company entered into a
retirement agreement with Mr. Swent (the "Retirement Agreement").
Pursuant to the Retirement Agreement, Mr. Swent will continue his
employment with the Company until December 31, 2015 (the
"Employment Period"). Effective at the time of Mr. Baksht's
appointment as Chief Financial Officer, Mr. Swent will no longer
hold the position of Chief Financial Officer, but will continue in
his role as Executive Vice President. If the Company and Mr. Swent
mutually agree in writing on or prior to December 1, 2015, the
Employment Period may be extended beyond December 31, 2015.
During the Employment Period, Mr. Swent will receive continued
payment of his current base salary at an annual rate of $575,000.
Mr. Swent will also continue to be eligible for, and to receive,
all compensation and benefits available to executive officers,
including continued eligibility under the 2005 Supplemental
Executive Retirement Plan and the Ensco Savings Plan and medical,
life and disability insurance. If prior to December 31, 2015, Mr.
Swent voluntarily resigns his employment or if he is terminated for
cause (as defined in the Retirement Agreement), then the Company is
not obligated to make the payments or provide the benefits to Mr.
Swent described in this paragraph and the bullet points below.
Effective on the last day of the Employment Period, Mr. Swent
will be considered to have retired on or after his normal
retirement age under the ECIP and the LTIP and:
* if the Employment Period ends on December 31, 2015 or if the
Company and Mr. Swent mutually agree to terminate Mr. Swent's
employment prior to that date, Mr. Swent will be entitled to
receive his 2015 ECIP award without any proration, based on
achievement of performance goals under the 2015 ECIP, to be paid in
March or April of 2016 when the Compensation Committee of the Board
of Directors (the "Compensation Committee") determines the level of
performance for ECIP awards. If the Employment Period is extended
beyond December 31, 2015, Mr. Swent will be entitled to his 2015
ECIP award regardless of whether his continued employment is
terminated for cause during 2016;
* if the Employment Period ends after December 31, 2015 and Mr.
Swent is not terminated for cause, in addition to the above
payment, Mr. Swent will be entitled to payment within 30 days of
such date of a pro rata portion of his 2016 ECIP target award of
$460,000, which is consistent with his 2015 target award;
* all of Mr. Swent's unvested restricted share awards and
restricted share unit awards, consisting of 15,932 restricted
shares and 31,416 restricted share units, will vest; provided that
any such restricted share units that vest will not be paid or
settled until the original vesting date specified in the award
agreements under which they were granted;
* in accordance with the terms of the LTIP, Mr. Swent will be
entitled to a pro rata portion of his performance unit awards
granted during 2013, 2014 and 2015 based on the achievement of
performance metrics for the applicable three-year performance
cycle, with such amounts payable in shares after the completion of
the applicable three-year performance cycle and the determination
of the level of performance by the Compensation Committee of the
Board of Directors, together with a cash payment equal to the
dividend equivalents that accrued for such shares during such
three-year performance cycle; and
* each of Mr. Swent's 3,510 outstanding options will remain
exercisable for a period ending on the earlier of (i) the second
anniversary of the last day of the Employment Period and (ii) the
last day of the option term.
Mr. Swent will also be entitled to a tax equalization payment
for any tax period in which he is subject to taxation in the United
Kingdom in respect of his employment with the Company. Except as
provided above, Mr. Swent will not be eligible to receive a
severance benefit under any Company severance plan or program. In
addition, he will not be eligible for the grant of any additional
awards under the LTIP.
If prior to the last day of the Employment Period, Mr. Swent's
employment is terminated due to death or permanent disability (as
defined in the Retirement Agreement), then the Company will be
obligated to make the payments and provide the benefits described
above to Mr. Swent or to his spouse and eligible dependents, as
appropriate.
Mr. Swent is subject to a non-disparagement covenant and
restrictive covenants of noncompetition and non-solicitation for a
period of one year following the end of the Employment Period. Mr.
Swent is also required to execute a customary release in favor of
the Company.
The foregoing description of the Retirement Agreement is
qualified in its entirety by reference to the complete text of the
agreement, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/314808/000031480815000214/a8-k_2015swentagreement.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/314808/000031480815000214/0000314808-15-000214-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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(END) Dow Jones Newswires
November 16, 2015 17:38 ET (22:38 GMT)
Copyright (c) 2015 Dow Jones & Company, Inc.
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