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): April 9, 2010
Weatherford International Ltd.
(Exact name of registrant as specified in its charter)
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Switzerland
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001-34258
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98-0606750 |
(State or other jurisdiction of
incorporation)
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Commission File Number
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(I.R.S. Employer Identification
Number) |
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4-6 Rue Jean-François Bartholoni |
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1204 Geneva |
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Switzerland
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Not Applicable |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: +41-22-816-1500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
Our Chief Executive Officer, Mr. Duroc-Danner, and several of our non-named executive officers,
have entered into a new form of employment agreement (the 2010 Employment Agreement). We also
expect to use the form of the 2010 Employment Agreement with other executive officers from time to
time. Among other things, the key changes under the 2010 Employment Agreement as compared to our
Chief Executive Officers prior employment agreement include: (i) a one-year auto-renewal term
instead of a three-year evergreen provision; (ii) substantial curtailment of the good reason
definition to be more consistent with current market standards (including removing the right to
terminate employment with good reason as a result of the supplemental executive retirement plan
freeze); (iii) curtailment of contractually guaranteed perks; (iv) a severance multiple based on
base salary and target bonus (rather than on the highest bonus paid in respect of the previous five
years); (v) a reduction of severance upon a termination due to death, disability or company
non-renewal, to a payment equal to base salary plus target bonus (rather than two or three times
the executives base salary plus highest bonus paid in respect of the previous five years); (vi)
curtailment of perks as a component of severance payout; (vii) deletion of automatic acceleration
of outstanding unvested equity awards; (viii) the removal of tax gross-ups and waiver of tax
gross-ups for taxes under Sections 280G and 409A of the Code otherwise applicable under our SERP
arrangements; and (ix) the addition of intellectual property,
confidentiality, non-competition and non-solicitation
covenants.
Under the terms of the 2010 Employment Agreement, the executive is entitled to an annual base
salary (as specified in each executives employment agreement), which may not be decreased. The
2010 Employment Agreement does not modify any executives
current base salary. The executive is also
entitled to participate in the Companys incentive, savings, retirement and welfare plans and
programs in which similarly situated executive officers of the Company and its affiliates
participate. The 2010 Employment Agreement has a three-year term that automatically renews for
successive one-year periods unless the Company timely provides notice to the executive that the
agreement will not renew. The 2010 Employment Agreement may also be terminated by the Company if it
determines in good faith that a disability has occurred, by the Company for cause or without cause
and by the executive for good reason or without good reason (as such terms are defined in the 2010
Employment Agreement), and as a result of the executives death.
Under the terms of the 2010 Employment Agreement, if the Company terminates an executives
employment for any reason other than cause, if the executive terminates his employment for good
reason or if the employment is terminated as a result of the executives death or disability, the
executive will be entitled to receive (i) an amount equal to a multiple (three for the CEO and
senior executive officers and certain vice presidents, two for most vice presidents, or, in the
case of death, disability or certain terminations for good reason, one) the sum of the annual base
salary received by the executive as of the date of termination plus the annual bonus that would be
payable in the current fiscal year, and (ii) any accrued salary or bonus (pro-rated to the date of
termination). In addition, under these circumstances, all dental and health benefits and all other
welfare benefits will be maintained after termination provided the executive makes his required
contribution. We are required to pay legal fees and expenses incurred by the executive in any
disputes regarding the 2010 Employment Agreement, so long as the executive undertakes to reimburse
the Company for such amounts paid if the executive is determined to have acted in bad faith in
connection with the dispute.
This description of the 2010 Employment Agreement is a summary and is qualified by the terms of the
2010 Employment Agreement, a copy of which is attached as Exhibit 10.1 and incorporated by
reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Form of Amended and Restated Employment Agreement with Weatherford
International Ltd. |