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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): December 29, 2008
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34037
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75-2379388 |
(State or other jurisdiction)
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(Commission File Number)
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(IRS Employer Identification No.) |
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601 Poydras St., Suite 2400, New Orleans, Louisiana
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70130 |
(Address of principal executive offices)
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(Zip Code) |
(504) 587-7374
(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 5.02. |
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers. |
(e) |
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Amendments to Executive Employment Agreement |
Superior Energy Services, Inc. (the Company) entered into an
amendment dated December 29, 2008, to the Amended and Restated
Employment Agreement with Terence E. Hall, its Chairman and Chief
Executive Officer.
Mr. Halls
employment agreement was amended to replace the provision providing
for the automatic extension of the employment term for an additional
year on July 15 of each year (to a three-year term) to simply
provide that at all times he will have a three year employment term. In addition, the Company and
Mr. Hall will each have the option during December of each year,
commencing in 2010, to discontinue this arrangement and fix Mr.
Halls employment term at three years.
The employment agreement was further amended to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986,
as amended.
A copy of the amendment is included as Exhibit 10.1 to this Current
Report on Form 8-K, incorporated by reference herein, and the
description of the amendment is qualified in its entirety by the
full text of such Exhibit.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits. |
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10.1 |
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Amendment No. 2 to Amended and Restated
Employment Agreement dated as of December 29,
2008, between the Company and Terence E. Hall. |
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:
January 2, 2009
EXHIBIT INDEX
10.1 |
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Amendment No. 2 to Amended and Restated Employment Agreement dated as
of December 29, 2008, between the Company and Terence E. Hall. |
exv10w1
Exhibit 10.1
AMENDMENT NO. 2
TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
between
SUPERIOR ENERGY SERVICES, INC.
and
TERENCE E. HALL
Dated as of December 29, 2008
AMENDMENT NO. 2
TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amendment No. 2 to Amended and Restated Employment Agreement (this Amendment) is
entered into as of December 29, 2008, between Superior Energy Services, Inc., a Delaware
corporation (the Company), and Terence E. Hall (the Executive).
WITNESSETH:
WHEREAS, the Company and the Executive entered into an Amended and Restated Employment
Agreement effective as of July 15, 1999, as amended effective November 12, 2004 (as amended, the
Agreement);
WHEREAS, the American Jobs Creation Act of 2004 imposed new requirements on deferred
compensation arrangements via new Internal Revenue Code Section 409A (Section 409A); and
WHEREAS, the Company and Executive desire to amend the Agreement to comply with Section 409A.
NOW, THEREFORE, the Agreement is amended as follows:
1. Section 2 of the Agreement is deleted in its entirety and restated as follows:
2. Term. The employment of Executive by the Company under this
Agreement shall continue, unless terminated in accordance with the terms of this
Agreement, in effect on a rolling three-year basis, such that at any time during the
term of this Agreement there will be three years remaining; provided, however, that
for a thirty (30) day period each year, commencing December 1, 2010, either
Executive or the Company may give written notice to the other that the automatic
extension of Executives employment under this Agreement shall cease, in which
event, the term of employment shall become fixed and terminate on December
31st of the third year following the year in which such notice is given.
2. The second sentence of Section 5(b) of the Agreement is amended to read as follows:
The Bonus shall be paid at such time as Bonuses are paid to Superiors executives
generally, commencing with the fiscal year ending December 31, 1999.
3. Section 6(f) of the Agreement is amended by adding the following at the end:
Notwithstanding clauses (ii), (iii), and (iv) of the previous sentence, if a payment
is triggered by a termination of employment of Executive, the Date of Termination
shall be the date of Executives separation from service pursuant to Treasury
Regulation §1.409A-1(h).
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4. Section 7(f) of the Agreement is amended to delete the reference to this Section 6(f) and
replace it with this Section 7(f) and to add the following at the end:
Gross-up payments made pursuant to this Agreement shall be paid no later than the
end of the calendar year following the calendar year in which Executive remits the
related taxes, as required by Treasury Regulation §1.409A-3(i)(1)(v).
5. New Section 7(g) is added to the Agreement, to read as follows:
(g) Section 409A. Notwithstanding any provision of the Agreement to
the contrary, in order to comply with Section 409A of the Internal Revenue Code and
applicable Treasury Regulations and guidance thereunder (Section 409A), the
following provisions shall apply:
(i) If Executive is a specified employee, as such term is defined in
Section 409A and determined as described below in this Section 7(g)(i), any
payments payable as a result of Executives termination that represent
deferred compensation under Section 409A shall not be paid before the
earliest of: (1) the date that is six months after Employees Date of
Termination, (2) the date of Executives death, or (3) the date that
otherwise complies with the requirements of Section 409A. If this
Section 7(g) applies, all payments that otherwise would have been paid
within six months of Executives termination shall be accumulated and paid
at the earliest date that complies with the requirements of Section 409A.
Executive shall be a specified employee for the twelve month period
beginning on April 1st of a calendar year if Executive is a key employee
as defined in Section 416(i) of the Code (without regard to
Section 416(i)(5)) as of December 31 of the preceding year, or if Executive
is a specified employee as a result of final and binding action taken by the
Board or the Compensation Committee by December 31 of the preceding year, in
accordance with Treasury Regulation §1.409A-1(i).
(ii) If Section 7(g)(i) applies, then: (1) any taxable benefits
provided to Executive under Section 7(d)(ii) (with the exception of health
insurance benefits) during the six month period following Executives Date
of Termination shall be limited to the amount specified by Code
§402(g)(1)(B) for the year of the termination; (2) Executive shall pay
Superior for the costs of any benefits that exceed the amount specified in
the prior clause during the six month period following Executives Date of
Termination; and (3) Executive shall be reimbursed for such costs by
Superior during the seventh month after Executives Date of Termination.
Furthermore, in-kind benefits and reimbursements shall be provided in
accordance with Treasury Regulation §1.409A-3(i)(l)(iv).
(iii) Health insurance shall be provided via the Companys payment of
the monthly cost of COBRA coverage elected by
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the Executive, or an equivalent amount for periods of coverage after
the applicable COBRA period, at such time as the COBRA premiums would be due
under such plan. Such premiums, including any premiums paid on Executives
behalf beyond the COBRA period, will be imputed to Executive as income, as
required by law.
(iv) If any provision of the Agreement is capable of being interpreted
in more than one manner, to the extent feasible, the provision shall be
interpreted in a manner that does not result in an excise tax under
Section 409A.
6. All capitalized terms used herein but not defined herein shall have the meanings ascribed
to them in the Agreement.
7. Except as specifically amended by this Amendment, the Agreement shall remain in full force
and effect.
8. Any reference to the Agreement shall be deemed to be a reference to the Agreement, as
amended hereby.
9. The validity of this Amendment, the construction of its terms and the determination of the
rights and duties of the parties hereto hereunder shall be governed by and construed in accordance
with the laws of the State of Louisiana.
10. This Amendment may be executed by the parties in counterparts, all of which shall be
deemed an original, but all of which taken together shall constitute one and the same instrument.
11. Except as expressly set forth herein, this Amendment shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Agreement, all of which are ratified and affirmed by the Company and
the Executive in all respects and shall continue in full force and effect.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
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SUPERIOR ENERGY SERVICES, INC. |
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By:
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/s/ Kenneth L. Blanchard |
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Name: Kenneth L. Blanchard |
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Title: President and Chief Operating Officer |
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/s/ Terence E. Hall |
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TERENCE E. HALL |
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