ESV Ensco Plc New

ENSCO PLC (ESV) filed a Form 8K - Changes in Company Executive Management - with the U.S Securities and Exchange Commission on December 08, 2015.

Ensco plc (the "Company") previously reported that J. Mark Burns ceased serving in his capacity as Chief Operating Officer effective December 4, 2015 in connection with his retirement from the Company. On December 8, 2015, the Company entered into a separation agreement with Mr. Burns (the "Agreement"). Pursuant to the Agreement, Mr. Burns will continue his employment with the Company until December 31, 2015 (the "Employment Period").

During the Employment Period, Mr. Burns will receive continued payment of his current base salary at an annual rate of $620,000. During the Employment Period, Mr. Burns 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. Burns voluntarily resigns his employment or if he is terminated for cause (as defined in the Agreement), then the Company is not obligated to make these payments or provide the benefits to Mr. Burns described in this paragraph and the bullet points below.

In recognition of Mr. Burns' past service to the Company and provided that Mr. Burns signs and does not revoke the release in connection with the Agreement and complies with the restrictive covenants set forth in the Agreement as described below, Mr. Burns will be entitled to the following separation package:

* Mr. Burns will be entitled to a separation payment in the amount of $620,000, less applicable withholding taxes, to be paid in a single lump sum on January 30, 2016.

* Subject to approval of the Board of Directors, the Company will make a payment to Mr. Burns in an amount equal to what Mr. Burns would have otherwise received under Ensco's 2005 Cash Incentive Plan ("ECIP") which is calculated based upon the achievement of certain performance goals under the 2015 ECIP had Mr. Burns remained an employee. This payment will be made within 10 business days after April 1, 2016.

* The Company will make a payment to Mr. Burns in the amount of $1,337,786 on December 31, 2016, which is based on the current value of the unvested restricted shares held by Mr. Burns that will be forfeited by him under the terms of the 2012 Long Term Incentive Plan as of December 31, 2015.

* Mr. Burns will be entitled to a pro rata portion (as of December 31, 2015) of his performance unit awards granted during 2013, 2014 and 2015, according to the terms of the respective award agreements, which are calculated based upon the achievement of certain performance goals. The awards are payable in shares after the completion of the applicable three-year performance cycle, although the Company may elect to make a cash settlement thereof. Mr. Burns shall be entitled to the dividend equivalents that accrue for such shares during the respective three-year performance cycles.

* Each of Mr. Burns' outstanding vested 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.

* For a period of 12 months, the Company will reimburse Mr. Burns the excess of the costs required for the continuation of his health benefits as provided by the Consolidated Omnibus Budget Reconciliation Act (COBRA) above the then active Company employee cost for such coverages.

Except as provided in the Agreement, Mr. Burns will not be eligible to receive a severance benefit under any Company severance plan or program.

Mr. Burns will be entitled to a tax equalization payment from the Company in the amount of any excess of foreign taxes paid over the amount of U.S. federal and state taxes Mr. Burns would have paid if he had remained an employee in the United States during such employment such that the after tax amount actually retained by Mr. Burns is equal to the after tax amount Mr. Burns would have retained if he had been an employee in the United States during the employment period.

If prior to the last day of the Employment Period, Mr. Burns' employment is terminated due to death or permanent disability (as defined in the Agreement), then the Company will be obligated to make the payments and provide the benefits described above to Mr. Burns or to his spouse and eligible dependents, as appropriate.

Mr. Burns is subject to non-disparagement and confidentiality covenants and restrictive covenants of noncompetition and non-solicitation for a period of one year following the end of the Employment Period. Mr. Burns is also required to execute a customary release in favor of the Company.

The foregoing description of the 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/314808/000031480815000230/a8-k_2015burnsagreement.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/314808/000031480815000230/0000314808-15-000230-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.

(END) Dow Jones Newswires

December 11, 2015 16:49 ET (21:49 GMT)

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