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): March 23, 2010
McDERMOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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REPUBLIC OF PANAMA
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001-08430
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72-0593134 |
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(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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777 N. Eldridge Parkway, Houston, Texas
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77079 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants Telephone Number, including Area Code: (281) 870-5901
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:
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.
Through one of our subsidiaries, we entered into a Separation Agreement with Mr. Robert A.
Deason on March 23, 2010 in connection with Mr. Deasons previously announced March 31, 2010
resignation from our subsidiary, J. Ray McDermott, S.A.
Under the terms of the Separation Agreement, Mr. Deason will provide general advisory services
to our Offshore Oil and Gas Construction segment for a period of six months (with a six month
extension if mutually agreed) following his resignation. In consideration of the services, Mr.
Deason will receive (a) $25,000 per month; (b) a conditional pro-rated bonus payment for 2010 in an
amount that will depend on the 2010 bonus generally paid to other employees under our annual
incentive compensation plan; and (c) continued vesting of his
outstanding equity awards, which will
vest through March 31, 2011. Based on the vesting schedule of his existing equity awards, Mr.
Deason will vest in the following amounts and awards through March 31, 2011: 2,540 shares of
restricted stock, 8,226 shares of deferred stock units, which settle in cash, and, depending on
performance, between 55,200 and 96,405 shares of performance shares. The Separation Agreement also
includes a covenant not to compete and a release of claims by Mr. Deason, as described therein. A
copy of the Separation Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Separation Agreement |
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 thereunto duly authorized.
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McDERMOTT INTERNATIONAL, INC.
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By: |
/s/ Dennis S. Baldwin
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Dennis S. Baldwin |
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Vice President and Chief Accounting Officer |
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March 29, 2010