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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 29, 2008
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction)
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0-20310
(Commission File Number)
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75-2379388
(IRS Employer Identification No.) |
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1105 Peters Road, Harvey, Louisiana
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70058 |
(Address of principal executive offices)
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(Zip Code) |
(504) 362-4321
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
Superior Energy Services, Inc. (the Company) and
William B. Masters entered into an Employment
Agreement effective March 1, 2008, in conjunction
with his appointment as the Companys Executive
Vice President and General Counsel.
The agreement reflects Mr. Masters base salary of
$300,000. In addition, Mr. Masters is eligible to
earn an annual bonus under the Companys annual
incentive plan. The agreement also contains
non-competition and other provisions intended to
protect the Companys interests in the event that
Mr. Masters ceases to be employed.
The agreement contains a term expiring on April 1,
2010; provided, however, that on April 1, 2009 and
on each subsequent anniversary thereof, the term
shall be automatically extended for one additional
year unless prior written notice is given by either
party. The agreement provides for the termination
of employment upon Mr. Masters death or
disability, or by the Company for cause. The
agreement also provides for termination by Mr.
Masters under certain circumstances relating to a
change in control of the Company.
In the event Mr. Masters employment is terminated
under certain circumstances relating to a change in
control of the Company, he shall receive in
addition to any other amounts payable (i) a
lump-sum payment within 30 days after the date of
such termination in an amount equal to two and
one-half times (2.5x) (if the change of control
occurs prior to December 31, 2010) or two times
(2x) (if the change of control occurs subsequent to
December 31, 2010) the sum of (A) his base salary
and (B) the greater of (x) the average annual bonus
paid to him for the three fiscal years preceding
the year in which his employment is terminated or
(y) his target bonus in the Companys annual
incentive plan for the current fiscal year; (ii)
for two years after the date of such termination,
benefits at least equal to those that would have
been provided in accordance with the Companys
plans, programs and arrangements; and (iii)
outplacement services during the one year period
following the termination.
In the event Mr. Masters employment is terminated
by the Company, except upon his death or
disability, by the Company for cause or under
certain circumstances relating to a change in
control of the Company, Mr. Masters shall receive
in addition to any other amounts payable (i) a
lump-sum payment within 30 days after the date of
such termination in an amount equal to (A) the
greater of (x) one and (y) the number of full and
partial calendar months remaining in the term as of
the date of termination divided by 12, multiplied
by (B) the sum of his base salary and the target
bonus in the Companys annual incentive plan for
the current fiscal year; and (ii) for the remainder
of the term, benefits at least equal to those that
would have been provided in accordance with the
Companys plans, programs and arrangements.
Mr. Masters employment agreement is included as
Exhibit 10.1 to this Current Report on Form 8-K,
incorporated by reference herein, and the
description of the employment agreement is
qualified in its entirety by reference to such
Exhibit.
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Item 5.02. |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
The Companys Board of Directors appointed William B. Masters as
Executive Vice President and General Counsel, effective March 1,
2008. Prior to his appointment as Executive Vice President and
General Counsel, Mr. Masters was a member of the law firm Jones,
Walker, Waechter, Poitevent, Carrère & Denègre L.L.P. for 26 years.
The terms of Mr. Masters employment are set out in an Employment
Agreement as described in Item 1.01 to this Current Report on Form
8-K and incorporated herein by reference.
On February 29,
2008, the
Company issued a
press release
announcing that,
effective March
1, 2008, Mr.
Masters has been
named Executive
Vice President
and General
Counsel. The
press release is
included as
Exhibit 99.1 to
this Current
Report on Form
8-K,
incorporated by
reference
herein, and the
description of
the press
release is
qualified in its
entirety by
reference to
such Exhibit.
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Item 9.01. |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits. |
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10.1 |
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Employment Agreement, dated March 1, 2008, by and
between Superior Energy Services, Inc. and
William B. Masters. |
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99.1 |
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Press release issued by Superior Energy Services,
Inc., dated February 29, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SUPERIOR ENERGY SERVICES, INC.
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By: |
/s/ Robert S. Taylor
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Robert S. Taylor |
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Chief Financial Officer |
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Dated: March 6, 2008
EXHIBIT INDEX
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10.1
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Employment Agreement, dated March 1, 2008, by and between Superior
Energy Services, Inc. and William B. Masters. |
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99.1
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Press release issued by Superior Energy Services, Inc., dated
February 29, 2008. |